HomeMy WebLinkAboutItem 6.4 AGMT Dublin Ranch I (2)
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CITY CLERK
File # D~[Q]rnl-~[Q]
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AGENDA STATEMENT
CITY COUNCIL MEETING DATE: (April 6, 1999)
SUBJECT:
PUBLIC HEARING P A 98-045 Dublin Ranch Phase I
Development Agreement
(Report Prepared by: Eddie Peabody, Jr. Community Development Director)
ATTACHMENTS:
1. Draft Development Agreement
2. Ordinance Approving Development Agreement between the City of
Dublin and the developers (MSSH Dublin Development, LLC;
Centex Homes; MSSH Mayfield LLC; and Standard Pacific Corp.)
RECOMMENDATION:
1.
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5.
Open public hearing and hear staff presentation.
Take testimony from applicant and the public.
Question staff, applicant, and the public.
Close public hearing and deliberate.
Waive reading and introduce Ordinance approving
Development Agreement (Attachment.1)
6. Schedule the second reading Dfllie Ordinance for the April 20, 1999
City Council meeting.
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FINANCIAL STATEMENT: None
DESCRIPTION:
This project is located generally along the east side of Tassajara Road, north of the future extension of
Gleason Drive, within the Eastern Dublin SpeCific Plan area. The Specific Plan was adopted by the City
of Dublin in November 1993, and established land use designations for approximately 3,300 acres of land
east of the Camp Parks military reserve. The project site was given several land use designations, which
encompass single family, medium density and open space land uses. This project consists of a maximum
of 847 residential units in nine neighborhoods. MSSH, Centex Homes, MSSH Mayfield and Standard
Pacific will be constructing different neighborhoods (see Recital G, p. 2 of the draft development
agreement).
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COPIES TO: MSSH Dublin Development, LLC
Centex Homes
Standard Pacific
In House Distribution
ITEMNO.~
ANAL YSIS:
Procedural Background:
One of the implementing actions of the Eastern Dublin Specific Plan calls for the City to enter into
Development Agreements with developers in the plan area. The Development Agreement provides
security to the developer that the City will not change its zoning and other laws applicable to the project
for a specified period of time. Additionally, it is a mechanism for the City to obtain commitments from
the developer to assure that all Specific Plan policies and goals are met including the goal that new
development fund the costs of infrastructure and services.
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Development Agreement:
Attached to this Staff Report is a Development Agreement (Attachment 1) between the City of Dublin,
and the developers. This Development Agreement is based on the standard Development Agreement
developed by the City Attorney and adopted by the City Council for Eastern Dublin Projects. In general,
the Agreement reflects what has been determined to be the infrastructure needs for the specific project.
These needs are determined based on submittal of engineering studies and plans.
The Agreement: The City Attorney drafted the proposed Development Agreement with input from City
staff, MSSH Dublin Development, and their attorneys. MSSH Dublin Development, LLC ("MSSH") will
be the master developer but the agreement is also with the other developers who will construct some of
the neighborhoods because they own the property. The Development Agreement sets forth the
agreements between the parties in relation to many items, including, but not limited to, infrastructure
construction and phasing, and the payment of various required impact fees. .
Summary of Terms of Development Agreement:
Following is a brief summary of the more significant provisions of the Development Agreement:
1. The Development Agreement will vest the developers right to construct the project as approved for
the term of the Development Agreement. (Sec. 5.)
2. The Development Agreement provides the infrastructure-sequencing program required by the
Specific Plan and specifies that the developers will comply with all conditions of approval. (Ex.
B, 5A.2(a).)
3. MSSH agrees that it will improve Tassajara Road from Dublin Boulevard to North Dublin Ranch
Drive. The improvements will consist of two northbound and two southbound lanes. MSSH has
agreed to construct the ultimate TIF improvements in this location in advance of the time these
improvements would otherwise be required and in excess of the minimum improvements to
Tassajara Road required for this project. The agreement specifies that MSSH cannot assign its
obligation to construct these improvements. It also provides that MSSH will pay the City $40,000
for the cost of maintaining the turf in the center of the road. This sum will provide maintenance
for an eight (8) year period. MSSH will complete construction of the Tassajara Road
improvements by December 1, 1999, unless construction is delayed as a result of the City's .
inability to acquire all of the necessary right-of-way for such construction by October 1, 1999, in
which case the December 1 date will be extended for the period of the delay. (Ex. B,
5.4.2(a)(i)(A) and (B).)
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4. MSSH will dedicate five (5) acres, for the neighborhood park located in the project area, which is
in excess of the projects dedication requirement. MSSH will design and construct the park to
City's standards. If the City is able to reach agreement with the Dublin San Ramon Services
District to include a pump station/restroom in the park, MSSH will revise its plans to
accommodate construction of such a building by DSRSD. (Ex. B, 5.4.7(a).)
5. MSSH will advance monies to the City necessary for the City to acquire right-of-way for the
improvements to Tassajara Road. The initial payment will be in the amount of $74,000 with the
anticipated total cost of acquisition (which includes the fair market value of the lands to be
acquired, environmental review, appraisals, legal cost and other related costs) in the amount of
$857,000.
6. The developers will be subject to only those development impact fees and dedication requirements
that are in effect at the time of the project approvals. However, the development impact fees will
be paid at the time of building permit and in the amount of the then current fee. Thus, if the
amount of any impact fee is increased over the amount currently in effect, the developers will be
subject to the increased fees. (Ex. B, 5.4.5.)
7. MSSH will receive a credit for the construction of Tassajara Road and the park to be used against
payment of impact fees. The credit for the park will be based on the value of the land as used in
the City's adopted fee program and the City's estimate in its fee program of the cost to construct
the park.
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MSSH will receive credit for the cost to acquire the right-of-way for Tassajara Road with the
exception of right-of-way which is not in the TIF area. The cost of acquiring this right-of-way will
be borne by the developer.
On March 16, 1999 the Council approved an improvement agreement with MSSH for the
Tassajara Road improvements and received a bond from MSSH's surety in the estimated amount
of such improvements. Under the TIF Guidelines, the amount of the credit is less than the amount
that MSSH estimates the work to cost. Because of the timing of this project, the agreement
provides an exception to the newly adopted TIF guidelines with respect to TIF credit. Staff is in
the process of preparing an update of the TIF estimates for right-of-way for this segment of
Tassajara Road and construction costs, which will be presented to the Council within the next two
months. The update suggests that the cost of construction and right-of-way are underestimated
due to the rapid increase in land values in the area and increases in construction costs. Therefore,
MSSH requested, and the staff agreed, that it would be fair to MSSH to increase MSSH's credit
when the TIF is amended, as long as MSSH and the other developers pay any corresponding
increase in the fees. (Ex. B, 5.4.5.)
8. The Agreement provides that all utilities necessary to serve the project will be constructed. (Ex.
B, 5.4.2(a)(i) to (v).)
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9. MSSH agrees to pay $40,321 for the project study report for the Tassajara Road interchange
(which is also the subject of a separate agreement) and to pay $37,400 to the City for preparation
of the project report of the Tassajara Road interchange. MSSH will receive a credit for these
payments. (Ex. B, 5.4.7(c).)
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10. The term of the Development Agreement is proposed to be eight (8) years. Previous developmrnt
agreements, which the Council has approved for Eastern Dublin projects, have been for five (5)
year terms with the exception of the HomartJHacienda Crossing Development Agreement, which
is for a term of ten (10) years. Staff recommends an eight (8) year term for several reasons. (Sec.
4.2.) .
First, given the size of the project, the developer will need more than five years to build out the
project. Secondly, MSSH is constructing the Neighborhood Park and Tassajara Road ultimate
improvements. The Tassajara Road improvements are in excess of what the project would need.
Third, to facilitate construction of the Tassajara Road improvements, MSSH is advancing funds
for the acquisition of needed ROW. Fourth, MSSH is contributing more than its "share" for the
Project report for the Tassajara.lnterchange.
The Planning Commission heard the Development Agreement at their March 23, 1999 meeting and
recommended that the City Council adopt the attached ordinance.
RECOMMENDATION:
After conducting a public hearing, waive the reading and introduce the ordinance approving the
Development Agreement and schedule second reading for April 20, 1999 City Council meeting.
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City of Dublin
When Recorded Mail To:
City Clerk
City of Dublin
100 Civic Plaza
Dublin, CA 94568
/~55
Space above this line for Recorder's Use
DEVELOPMENT AGREEMENT
BETWEEN THE
CITY OF DUBLIN
AND
MSSH DUBLIN DEVELOPMENT, LLC
AND
CENTEX HOMES
AND
STANDARD PACIFIC CORP.
AND
MSSH MAYFIELD LLC
FOR THE DUBLIN RANCH - PHASE I PROJECT
. ......... < Ct. & <. =- t r~"'"
!\ 'I ~ l~ "'"! fl/'l F V~i i
n fr~ I ~IU_I'1 ~ __
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TABLE OF CONTENTS
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1. Description of Property. ........................................ 3
2. Interest of Developer. . . . . . . . . . . . . . . -. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. Relationship of City and Developer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Effective Date and Term. ........................................ 4
4.1 Effective Date. ........................................... 4
4.2 Term.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. Use of the Property. ............................................ 4
5.1 Right to Develop ......................................... 4
5.2 Permitted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3. Use of the L-6 Neighborhood. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.4 Additional Conditions ..................................... 5
6.
Applicable Rules. Regulations and Official Policies .................... 6
6.1 Rules re Permitted Uses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6.2 Rules re Design and Construction ............................ 6
6.3 Uniform Codes Applicable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . 6
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7. Subsequently Enacted Rules and Regulations. . . . . . . . . . . . . . . . . . . . . . . . . 7
7.1 New Rules and Regulations ................................. 7
7.2 Approval of Application . . . . . . . . ; . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.3 Moratorium Not Applicable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8. Subsequently Enacted or Revised Fees. Assessments and Taxes. . . . . . . . . . . 8
8.1 Fees. Exactions. Dedications ................................ 8
8.2 Revised Application Fees ................................... 8
8.3 New Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8.4 Assessments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9. Amendment or Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9.1 Modification Because of Conflict with State or Federal Laws ....... 9
9.2 Amendment by Mutual Consent ............................. 9
DublinIMSSH Development Agreement
for Dublin Ranch - Phase I Project
Table of Contents - Page i of iii
March 31, 1999
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9.3 Insubstantial Amendments . . . . . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . 9
9.4 Amendment of Project Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9.5 Cancellation by Mutual Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
10. Term and Issuance of Project Approvals ................... ._..... ... 10
10.1 Rules. Regulations and Policies Applicable to Project Approvals. . . . . 10
10.2 Term of Project Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
II. Annual Review . . . . . . . . . . . . . _ . . . .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11.1 Review Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
11.2 Initiation of Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10
11.3 Staff Reports ........................................... II
11.4 Costs ................................................. II
12. Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . II
12.1 Other Remedies Available .......................... _ . . . . . . II
12.2 Notice of Default and Request to Cure ....................... II
12.3 Procedures for Termination ................................ II
12.4 No Damages Against CITY ................................ 12
13. Estoppel Certificate ........ _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
14. Mortgagee Protection: Certain Rights of Cure ....................... 13
14.1 Mortgagee Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14.2 Mortga~ee Not Obligated. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14.3 Notice of Default to Mortgagee and Extension of Right to Cure .... 13
15. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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16. Attorneys' Fees and Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
17. Transfers and Ac;signments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
17.1 Right to Ac;siV1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
17.2 Approval and Notice of Sale. Transfer or A"siV1ment ............ 14
17.3 Effect of Sale. Transfer or Assignment . . . . . . . . . . . . . . . . . . . . . . . . 15
17.4 Permitted Transfer. Purchase or Assignment ................... 15
17.5 Termination of Agreement Upon Sale of Individual Lots to Public. . 15
18. Agreement Runs with the Land .................................. 16
Dublin/MSSH Development Agreement
for Dublin Ranch - Phase I Project
Table of Contents. Page ii of iii
March 31, 1999
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19. Bankruptcy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 .
20. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.1 Public Liability and Property Damage Insurance . . . . . . . . . . . . . . . .
21.2 Workers Compensation Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.3 Evidence of Insurance .....................................
22. Sewer and Water .............................................
23. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24. Agreement is Entire Understanding ...............................
25. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26. CounteIJ'arts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27. Recordation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Duhlin/MSSH Development Agreement
for Dublin Ranch . Phase I Project
Table of Contents - Page iii of iii
March 31,1999
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THIS DEVELOPMENT AGREEMENT is made and entered in the City of
Dublin on this 20th day of April, 1999, by and between the CITY OF DUBLIN, a
Municipal Corporation (hereafter "City"), MSSH Dublin Development LLC, a
California limited liability company "(MSSH"), Centex Homes, a Nevada general
partnership ("CENTEX"), MSSH Mayfield LLC, a Delaware limited liability company
("MAYFIELD), and Standard Pacific Corp., a Delaware corporation ("STANDARD
PACIFIC") pursuant to the authority of ~~ 65864 et seq. of the California
Government Code and Dublin Municipal Code, Chapter 8.56. MSSH, CENTEX,
MAYFIELD and STANDARD PACIFIC are each referred to individually as
"DEVELOPER" and collectively as "DEVELOPERS").
RECITALS
A. California Government Code ss 65864 et seq. and Chapter 8.56 of
the Dublin Municipal Code (hereafter "Chapter 8.56") authorize the CITY to enter
into an Agreement for the development of real property with any person having a
legal or equitable interest in such property in order to establish certain development
rights in such property; and
B. The City Council adopted the Eastern Dublin Specific Plan by
Resolution No. 53-93 which Plan is applicable to the Property; and
C. The Eastern Dublin Specific Plan requires DEVELOPERS to enter
into a development agreement; and
D. MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC desire to
develop and hold legal interest in certain real property located in the City of Dublin,
County of Alameda, State of California, which is more particularly described in
Exhibits A-l (MSSH). A-2 (CENTEX). A-3 (MAYFIELD. and A-4 (STANDARD
PACIFIC), respectively, attached hereto and incorporated herein by this reference,
and which real property is hereafter collectively called the "Properties"; and
E. MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC have
proposed the development of the Properties with a maximum of 847 homes in nine
neighborhoods, including a 5-acre neighborhood park, a 10-acre elementary school, a
stream corridor, and several pocket parks and community open space, all as depicted
generally on Exhibit A-5 (the "Project"); and
Dublin/MSSH Development Agreement
for Dublin Ranch - Phase I Project
Page 1 of 21
March 31, 1999
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F. CITY has approved various land use approvals in connection with .
the development of the Project, including a PD District rezoning (Ordinance No. 2-
96), general provisions for the PD District rezoning including the Land Use and
Development Plan (Res. No. 12-96); and a Master Vesting Tentative Map for Tract
6925 (Planning Commission Resolution No. 98-01) (collectively, together with any
approvals or permits now or hereafter issued [including those referred to -in Recital G,
H and I] with respect to the Project, the "Project Approvals"); and
G. MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC have
received approval to develop eight neighborhoods, which are shown on the Master
Vesting Tentative Map for Tract 6925, as follows:
Max. Number of Tentative Map Site Development
Neighborhood OwnerlDeveloper Units (Planning Review (Planning
Comm. Reso.) Comm. Reso.)
M-l STANDARD III multi-family 98-57 98-57
PACIFIC units
M-2 STANDARD 45 multi-family 98-58 98-58
PACIFIC units
M-3 STANDARD 123 multi-family 98-59 98-59
PACIFIC units
L-I MSSH 91 single-family 98-52 none
units
L-2 MAYFIELD 69 single-family 98-53 98-53
units
L-3 MAYFIELD 86 single-family 98-54 98-54
units
,
L-4 MSSH 92 single-family 98-55 none
units
L-5 CENTEX 113 single-family 98-56 98-56
units
H. Development of the L-1 and L-4 neighborhoods by MSSH is subject
to the issuance of site development review approvals which, if granted, shall
automatically become part of the Project Approvals as each such approval becomes
effective; and
Dublin/MSSH Development Agreement
for Dublin Ranch - Phase I Project
Page 2 of 21
March 31,1999
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I. Development of the L-6 neighborhood by MSSH is subject to the
issuance of tentative map and site development reView approvals which, if granted,
shall automatically become part of the Project Approvals as each such approval
becomes effective; and
J. CITY desires the timely, efficient, orderly and proper development
of said Project; and .
K. The City Council has found that, among other things, this
Development Agreement is consistent with its General Plan and the Eastern Dublin
Specific Plan and has been reviewed and evaluated in accordance with Chapter 8.56;
and
1. CITY and DEVELOPERS have reached agreement and desire to
eXl'ress herein a Development Agreement that will facilitate development of the
Project subject to conditions set forth herein; and
M. Pursuant to the California Environmental Quality Act- (CEQA) the
City has found, pursuant to CEQA Guidelines section 15182, that the Project is
'within the scope of the Final Environmental Impact Report for the Eastern Dublin
General Plan Amendment and Specific Plan which was certified by the Council by
Resolution No. 51-93 and the Addenda dated May 4, 1993 and August 22, 1994
(the "EIR") and found that the EIR was adequate for this Agreement; and
N. On ,1999, the City Council of the City of Dublin ado'pted
Ordinance No. _ approving this Development Agreement. The ordinance took
effect on , 1999.
NOW, THEREFORE, with reference to the foregoing recitals and in
consideration of the mutual promises, obligations and covenants herein contained,
CITY and DEVELOPERS agree as follows:
AGREEMENT
1. Description of Property.
The property which is the subject of this Development Agreement is
described in Exhibit A-I. A-2. A-3 and A-4 attached hereto (collectively, the
"Properties") .
DublinIMSSH Development Agreement
for Dublin Ranch. Phase I Project
Page 3 of 21
March 31, 1999
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2. Interest of Developer.
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MSSH, CENTEX, MAYFIELD and STANDARD PACIFIC each has
a legal or equitable interest in one of the Properties in that each owns such property
as described in Exhibits A-I, A-2, A-3 and A-4 respectively in fee simple.
3. Relationship of City and Developer.
It is understood that this Agreement is a contract that has been
negotiated and voluntarily entered into by CITY and DEVELOPERS and that the
DEVELOPERS are not agents of CITY or each other. The CITY and DEVELOPERS
hereby renounce the existence of any form of joint venture or partnership between
them, and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as making the CITY and DEVELOPERS
(collectively or individually) joint venturers or partners.
4. Effective Date and Tem1.
4.1 Effective Date. The effective date of this Agreement shall
be the date upon which this Agreement is signed by City.
4.2 ilnn. The term of this Development Agreement shall
commence on the effective date and extend eight (8) years thereafter, unless said
term is otherwise terminated or modified by circumstances set forth in this
Agreement.
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5. Use of the Property.
5.1 Right to Develop. MSSH, CENTEX, MAYFIELD and
STANDARD PACIFIC shall have the vested right to develop such portions of the
Project as will be located on their respective properties, as described in Exhibits A-I,
A-2, A-3 and A-4 respectively, in accordance with the terms and conditions of this
Agreement, the Project Approvals (as and when issued), and any amendments to any
of them as shall, from time to time, be approved pursuant to this Agreement.
5.2 Permitted Uses. The permitted uses of the Properties, the
density and intensity of use, the maximum height, bulk and size of proposed
buildings, provisions for reservation or dedication of land for public purposes and
location and maintenance of on-site and off-site improvements, location of public
Duhlin/MSSH Development Agreement
for Dublin Ranch - Phase 1 Project
Page 4 of 21
March 31,1999
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utilities (operated by CITY) and other terms and conditions of development
applicable to the Properties, shall be those set forth in this Agreement, the Project
Approvals and any amendments to this Agreement or the Project Approvals.
5.3. Use of the L-6 Neighborhood. MSSH shall have the
vested right to develop the L-6 Neighborhood in accordance with the land use
designations shown on the General Plan Land Use Map (Figure 2B) and the Eastern
Dublin Specific Plan (Figure 4.1) and the Vesting Tentative Map for Tract 6925,
provided that all required approvals are obtained (including tentadve map and site
development review) and provided further that approval of any units per acre over
the minimum units per acre shown in the General Plan and Specific Plan are not
guaranteed by this agreement but, rather, are dependent on findings of consistency
with all other policies of the General Plan and Specific Plan and environmental review
5.4 Additional Conditions. Provisions for the following
("Additional Conditions") are set forth in Exhibit B attached hereto and incorporated
herein by reference.
5.4.1 Subsequent Discretionary Approvals.
Conditions, terms, restrictions, and requirements for subsequent
discretionary actions. (These conditions do not affect Developer's
responsibility to obtain all other land use approvals required by the
ordinances of the City of Dublin.)
See Exhibit B
5.4.2 Miti~ation Conditions. Additional or modified
conditions agreed upon by the parties in order to eliminate or
mitigate adverse environmental impacts of the Project or otherwise
relating to development of the Project.
See Exhibit B
5.4.3 Phasing. Timing. Provisions that the Project be
constructed in specified phases, that construction shall commence
within a specified time, and that the Project or any phase thereof be
completed within a specified time.
See Exhibit B
5.4.4 Financing Plan. Financial plans which identify
necessary capital improvements ,such as streets and utilities and
DublinlMSSH Development Agreement
for Dublin Ranch - Phase I Project
Page 5 of 21
March 31,1999
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sources of funding.
See Exhibit B
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5.4.5 Fees. Dedications. Terms relating to payment of
fees or dedication of property.
See Exhibit B
5.4.6 Reimbursement. Terms relating to subsequent
reimbursement over time for financing 'of necessary public facilities.
See Exhibit B
5.4.7 Miscellaneous. Miscellaneous terms.
See Exhibit B
6. Applicable Rules. Regulations and Official Policies.
6.1 Rules re Permitted Uses. For the term of this Agreement,
the City's ordinances, resolutions, rules, regulations and official policies governing the
permitted uses of the Properties, governing density and intensity of use of the
Properties and the maximum height, bulk and size of proposed buildings shall be
those in force and effect on the effective date of this Agreement.
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6.2 Rules re Design and Construction. Unless otherwise
expressly provided in Paragraph 5 of this Agreement, the ordinances, resolutions,
rules, regulations and official policies governing design, improvement and
construction standards and specifications applicable to the Project shall be those in
force and effect at the time of the applicable discretionary Project Approval. If a
Project Approval consists of a vesting tentative map, the time of such Project
Approval will be the date the applica:tion for the vesting tentative map was deemed
complete.
Ordinances, resolutions, rules, regulations and official policies governing
design, improvement and construction standards and specifications applicable to
public improvements to be constructed by MSSH or the other DEVELOPERS shall
be those in force and effect at the time of the applicable permit approval for the
public improvement.
6.3 Uniform Codes Applicable. Unless expressly provided in
Paragraph 5 of this Agreement, the Project shall be constructed in accordance with
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the provisions of the Uniform Building, Mechanical, Plumbing, Electrical and Fire
Codes and Title 24 of the California Code of Regulations, relating to Building
Standards, in effect at the time of approval of the appropriate building, grading, or
other construction permits for the Project.
7. Subsequently Enacted Rules and Regulations.
7.1 New Rules and ReVllations. During the term of this
Agreement, the CITY may apply new or modified ordinances, resolutions, rules,
regulations and official policies of the CITY to the Properties which were not in force
and effect on the effective date of this Agreement and which are not in conflict with
those applicable to the Properties as set forth in this Agreement if: (a) the
application of such new or modified ordinances, resolutions, rules, regulations or
official policies would not prevent, impose a substantial financial burden on, or
materially delay development of the Properties as contemplated by this Agreement
and the Project Approvals and (b) if such ordinances, resolutions, rules, regulations or
official policies also apply to all other large scale residential development in Dublin.
7.2 Approval of Application. Nothing in this Agreement shall
prevent the CITY from denying or conditionally approving any subsequent land use
permit or authorization for the Project on the basis of new or modified ordinances,
resolutions, rules, regulations and policies provided that: (a) the application of such
new or modified ordinances, resolutions, rules, regulations or policies is consistent
with the limitations identified in Paragraph 7.1 above; (b) such subsequent actions
shall be otherwise in compliance with the conditions, terms, restrictions, and
requirements expressly set forth in this Agreement; and (c) the application of such
new or modified ordinances, resolutions, rules, regulations or policies is prospective
only.
"
7.3 Moratorium Not Applicable. Notwithstanding anything to
the contrary contained herein, in the event an ordinance, resolution or other measure
is enacted, whether by action of CITY, by initiative, referendum, or otherwise, that
imposes a building moratorium which affects the Project on all or any part of the
Property, CITY agrees that such ordinance, resolution or other measure shall not
apply to the Project, the Properties, this Agreement or the Project Approvals unless
the building moratorium is imposed as part of a declaration of a local emergency or
state of emergency as defined in Government Code S 8558.
DublinlMSSH Development Agreement
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8.
Subsequently Enacted or Revised Fees. Assessments and Taxes.
8.1 Fees. Exactions. Dedications. CITY and DEVELOPERS
agree that the fees payable and exactions required in connection with the
development of the Project for purposes of mitigating environmental and other
impacts of the Project, providing infrastructure for the Project and complying with
the Specific Plan shall be those set forth in the Project Approvals and in this
Agreement (including Exhibit B). The CITY shall not impose or require payment of
any other fees, dedications of land, or construction of any public improvement or
facilities, shall not increase or accelerate existing fees, dedications of land or
construction of public improvements, in connection with any subsequent
discretionary approval for the Properties, except as set forth in the Project Approvals
and this Agreement (including Exhibit B).
The parties acknowledge and agree that CITY shall not impose any
fees which are not in effect on the Effective Date.
~66000 et seq.
Any fee increases are subject to the provisions of Government Code
.
8.2 Revised Application Fees. Any existing application, .
processing and inspection fees that are revised during the term of this Agreement
shall apply to the Project provided that (1) such fees have general applicability; (2)
the application of such fees to the Property is prospective; and (3) the application of
such fees would not prevent development in accordance with this Agreement. By so
agreeing, DEVELOPER does not waive its rights to challenge the legality of any such
application, processing and/or inspection fees.
8.3 New Taxes'. Any subsequently enacted city-wide taxes
(other than development excise taxes) shall apply to the Project provided that: ( 1 )
the application of such taxes to the Property is prospective; and (2) the application of
such taxes would not prevent development in accordance with this Agreement. By so
agreeing. DEVELOPERS do not waive their rights to challenge the legality of any
such taxes.
8.4 Assessments. Nothing herein shall be construed to relieve
the Property from assessments levied against it by City pursuant to any statutory
procedure for the assessment of property to pay for infrastructure and/or services
which benefit the Property. By so agreeing, DEVELOPERS do not waive their rights
Dublin/MSSH Development Agreement
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Page 8 of 21
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to challenge the legality of any such assessments or to protest in any manner the
imposition thereof.
9. Amendment or Cancellation.
9.1 Modification Because of Conflict with State or Federal
Laws. In the event that state or federal laws or regulations enacted after the effective
date of this Agreement prevent or preclude compliance with one or more provisions of
this Agreement or require changes in plans, maps or permits approved by the City,
the parties shall meet and confer in good faith in a reasonable attempt to modify this
Agreement to comply with such federal or state law or regulation. Any such
amendment or suspension of the Agreement shall be approved by the City Council in
accordance with Chapter 8.56.
9.2 Amendment by Mutual Consent. This Agreement may be
amended in writing from time to time only by mutual consent of the parties hereto
and in accordance with the procedures of State law and Chapter 8.56. An
amendment relating to a right or obligation of a DEVELOPER which does not affect
any rights or obligations of the three other developers shall require only the
agreement of CITY and the affected DEVELOPER.
9.3 Insubstantial Amendments. Notwithstanding the
provisions of the preceding paragraph 9.2, any amendments to this Agreement which
do not relate to (a) the term of the Agreement as provided in paragraph 4.2; (b) the
permitted uses of the Properties as provided in paragraph 5.2; (c) provisions for
"significant" reservation or dedication of land as provided in Exhibit B; (d) conditions,
terms, restrictions or requirements for subsequent discretionary actions; (e) the
density or intensity of use of the Project; (f) the maximum height or size of proposed
buildings; or (g) monetary contributi'Ons by a DEVELOPER as provided in this
Agreement, shall not, except to the extent otherwise required by law, require notice or
public hearing before either the Planning Commission or the City Council before the
parties may execute an amendment hereto. CITYs Public Works Director shall
determine whether a reservation or dedication is "significant".
9.4 Amendment of Project Approvals. Any amendment of
Project Approvals relating to: (a) the permitted use of the Properties; (b) provisions
for significant reservation or dedication ofland as provided in Exhibit B; (c)
conditions, terms, restrictions or requirements for subsequent discretionary actions;
(d) the density or intensity of use of the Project; (e) the maximum height or size of
Dublin/MSSH Development Agreement
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Page 9 of 21
March 31,1999
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proposed buildings; (f) monetary contributions by a DEVELOPER as provided in this
Agreement; or (g) public improvements to be constructed by a DEVELOPER shall .
require an amendment of this Agreement. Such amendment shall be limited to those
provisions of this Agreement which are implicated by the amendment of the Project
Approval. Any other amendment of the Project Approvals, or any of them, shall not
require amendment of this Agreement unless the amendment of ~e Project
Approval(s) relates specifically to some provision of this Agreement.
9.5 Cancellation by Mutual Consent. Except as otherwise
pennitted herein, this Agreement may be canceled in whole or in part only by the
mutual consent of the parties or their successors in interest, in accordance with the
provisions of Chapter 8.56. Any fees paid pursuant to Paragraph 5.3 and Exhibit B
of this Agreement prior to the date of cancellation shall be retained by CITY. CITY
and a DEVELOPER may consent to cancel this Agreement solely as between CITY
and such DEVELOPER without the consent of the other parties.
10. Term and Issuance of Project Approvals.
10.1 Rules. Regulations and Policies Applicable to Project
Approvals. All applications for Project Approvals submitted by a DEVELOPER after
the Effective Date will be considered by CITY in light of and in accordance with only
those rules, regulations and official policies that are permitted to be applied to the .
Project pursuant to Sections 6 and 7 above and any Project Approvals issued as of the
Effective Date.
10.2 Term of Project Approvals. Pursuant to California
Government Code Section 66452.6(a), the term of the tentative maps described in
Recital G above shall automatically be extended for the term of this Agreement. The
term of any other Project Approval shall be extended only if so provided in Exhibit B.
11. Annual Review.
11.1 Review Date. The annual review date for this Agreement
shall be August 15, 2000 and each August IS thereafter.
11.2 Initiation of Review. The CIITs Community
Development Director shall initiate the annual review, as required under Section
8.56.140 of Chapter 8.56, by giving to DEVELOPERS thirty (30) days' written
notice that the CITY intends to undertake such review. DEVELOPERS shall provide
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evidence to the Community Development Director prior to the hearing on the annual
review, as and when reasonably determined necessary by the Community
Development Director, to demonstrate good faith compliance with the provisions of
the Development Agreement. The burden of proof by substantial evidence of
compliance at such hearing is upon the DEVELOPERS.
11.3 Staff Reports. To the extent practical, CITY shall deposit
in the mail and fax to DEVELOPERS a copy of all staff reports, and related exhibits
concerning contract performance at least five (5) days prior to any"annual review.
11.4 ~. Costs reasonably incurred by CITY in connection
with the annual review shall be paid by DEVELOPERS in accordance with the City's
schedule of fees in effect at the time of review.
12. Default.
12.1 Other Remedies Available. Upon the occurrence of an
event of default, the parties may pursue all other remedies at law or in equity which
are not otherwise provided for in this Agreement or in City's regulations governing
development agreements, eA'Pressly including the remedy of specific performance of
this Agreement.
12.2 Notice of Default and Request to Cure. Upon the
occurrence of an event of default by any party, the nondefaulting party shall serve
written notice of such default upon the defaulting party. ("Notice of Default and
Request to Cure"). Failure to give notice shall not constitute a waiver of any default.
12.3 Procedures for Termination. If the default is not cured by
the defaulting party within thirty (30') days after service of the Notice of Default and
Request to Cure ("Cure Period"), the non-defaulting party desiring to terminate this
Agreement may then commence the termination of this Agreement by serving on the
defaulting party a written "Notice of Intent to Terminate" this Agreement; provided,
however, that if the default cannot be cured within the Cure Period, the
nondefaulting party shall refrain from any such commencement of the termination of
this Agreement or any other legal or equitable action so long as the defaulting party
begins to cure such default within the Cure Period and diligently pursue such cure to
completion.
If a Notice of Intent to Terminate is served by CITY on a
Dublin/MSSH Development Agreement
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DEVELOPER, the matter shall be reviewed and considered by the City Council in .
the manner set forth in California Government Code s65868. Termination shall be
effective upon the passage of thirty (30) days following such consideration and review
by the City Council, unless the default is resolved to the mutual satisfaction of the
parties prior to such date. If a Notice of Termination is served by a DEVELOPER on
CITY, within thirty (30) days after such service, the matter shall be revie~ed and
considered by the City Council for the purpose of determining whether CITY should
take any further curative action in light of the service by such DEVELOPER of the
Notice of Intent to Terminate. Termination shall be effective upon the passage of
fifteen (15) days following such consideration and review by City Council (or fortyw
five [45] days following delivery by such DEVELOPER of a Notice of Intent to
Terminate if the City Council fails to complete its review and consideration of such
matter in accordance with the provisions of the preceding sentence), unless the
default is resolved to the mutual satisfaction of the parties prior to such date and
evidenced in ,,,Titing.
Termination as to a DEVELOPER shall not affect the rights or obligations
of the three other developers, unless otherwise reasonably specified by CITY.
12.4 No Damages Against CITY. In no event shall damages be
awarded against CITY upon an event of default or upon termination of this .
Agreement.
13. Estoppel Certificate.
Any party may, at any time, and from time to time, request written
notice from any other party requesting such party to certify in writing that, (a) this
Agreement is in full force and effect and a binding obligation of the parties, (b) this
Agreement has not been amended or'modified either orally or in writing, or if so
amended, identifying the amendments, and (c) to the knowledge of the certifying
party the requesting party is not in default in the performance of its obligations under
this Agreement, or if in default, to describe therein the nature and amount of any
such defaults. A party receiving a request hereunder shall execute and return such
certificate within thirty (30) days following the receipt thereof, or such longer period
as may reasonably be agreed to by the parties. City Manager of CITY shall be
authorized to execute any certificate requested by a DEVELOPER. Should the party
receiving the request not execute and return such certificate within the applicable
period, this shall not be deemed to be a default, provided that such party shall be
deemed to have certified that the statements in clauses (a) through (c) of this section
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are true, and any party may rely on such deemed certification.
14. Mortgagee Protection: Certain Rights of Cure.
14.1 Mortgagee Protection. This Agreement shall be superior
and senior to any lien placed upon the property described in Exhibits A-I. A-2. A-3
and/or A-4, or any portion thereof after the date of recording this Agreement,
including the lien for any deed of trust or mortgage ("Mortgage"). Notwithstanding.
the foregoing, no breach hereof shall defeat, render invalid, diminish or impair the
lien of any Mortgage made in good faith and for value, but all the terms and
conditions contained in this Agreement shall be binding upon and effective against
any person or entity, including any deed of trust beneficiary or mortgagee
("Mortgagee") who acquires title to the Properties, or any portion thereof, by
foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.
14.2 Mortgagee Not Obligated. Notwithstanding the provisions
of Section 14.1 above, no Mortgagee shall have any obligation or duty under this
Agreement, before or after foreclosure or a deed in lieu of foreclosure, to construct or
complete the construction of improvements, or to guarantee such construction of
improvements, or to guarantee such construction or completion, or to pay, perfom1 or
provide any fee, dedication, improvements or other exaction or imposition; provided,
however, that a Mortgagee shall not be entitled to devote the Properties to any uses
or to construct any improvements thereon other than those uses or improvements
provided for or authorized by the Project Approvals or by this Agreement.
14.3 Notice of Default to Mortgagee and Extension of Right to
Cure. If CITY receives notice from a Mortgagee requesting a copy of any notice of
default given a DEVELOPER hereunder and specifying the address for service
thereof, then CITY shall deliver to stich Mortgagee, concurrently with service thereon
to such DEVELOPER, any notice given to such DEVELOPER with respect to any
claim by CITY that such DEVELOPER has committed an event of default. Each
Mortgagee shall have the right during the same period available to such
DEVELOPER to cure or remedy, or to commence to cure or remedy, the event of
default claimed set forth in the CITY's notice. CITY, through its City Manager, may
extend the thirty-day cure period provided in paragraph 12.2 for not more than an
additional sixty (60) days upon request of such DEVELOPER or a Mortgagee.
Dublin/MSSH Development Agreement
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Page 13 of 21
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15. Severability.
.
The unenforceability, invalidity or illegality of any provisions,
covenant, condition or term of this Agreement shall not render the other provisions
unenforceable, invalid or illegal.
16. Attorneys' Fees and Costs.
If CITY or a DEVELOPER initiates any action at law or in equity to
enforce or interpret the terms and conditions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees and costs in addition to any
other relief to which it may otherwise be entitled. If any person or entity not a party
to this Agreement initiates an action at law or in equity to challenge the validity of
any provision of this Agreement or the Project Approvals, the parties shall cooperate
in defending such action. DEVELOPERS shall bear their own costs of defense as real
parties in interest in any such action, and shall reimburse CITY for all reasonable
court costs and attorneys' fees expended by CITY in defense of any such action or
other proceeding.
17. Transfers and A.,signments.
17.1 Right to Assign. It is anticipated that a DEVELOPER may .
sell, transfer or assign portions of its Property to other developers (each such other
developer is referred to as a "Transferee"). In connection with any such sale, transfer
or assignment to a Transferee, such DEVELOPER may sell, transfer or assign to such
Transferee any or all rights, interests and obligations of such DEVELOPER arising
hereunder and that pertain to the portion of the Property being sold or transferred, to
such Transferee, provided, however, that: a) no such transfer, sale or assignment of a
DEVELOPER's rights, interests and 6bligations hereunder shall occur without prior
written notice to CITY and approval by the City Manager, which approval shall not
be unreasonably withheld or delayed; and b) MSSH may not transfer, sell or assign
its obligation to construct any of those improvements to Tassajara Road or the
neighborhood park described in Exhibit B.
17.2 Approval and Notice of Sale. Transfer or Assignment. The
City Manager shall consider and decide on any transfer, sale or assignment within ten
(10) days after a DEVELOPER's notice, provided all necessary documents,
certifications and other information are provided to the City Manager to enable the
City Manager to determine whether the proposed Transferee can perform the
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DEVELOPER's obligations hereunder. Notice of any such approved sale, transfer or
assignment (which includes a description of all rights, interests and obligations that
have been transferred and those which have been retained by such DEVELOPER)
shall be recorded in the official records of Alameda County, in a form acceptable to
the City Manager, concurrently with such sale, transfer or assignment.
17.3 Effect of Sale. Transfer or Assignment. A DEVELOPER
shall be released from any obligations hereunder sold, transferred or assigned to a
Transferee pursuant to subparagraph 17.1 of this Agreement, provided that: a) such
sale, transfer or assignment has been approved by the City Manager pursuant to
subparagraph 17.1 of this Agreement; and b) such obligations are expressly assumed
by Transferee; provided further in no event shall MSSH be released from its
obligation to construct any of those improvements to Tassajara Road or the
neighborhood park described in Exhibit B; and provided that such Transferee shall be
subject to all the provisions hereof and shall provide all necessary documents,
certifications and other necessary information prior to City Manager approval
pursuant to subparagraphs 17.1 and 17.2 of this Agreement.
17.4 Permitted Transfer. Purchase or A"siVlment. The sale or
other transfer of any interest in the Property to a purchaser ("Purchaser") pursuant to
the exercise of any right or remedy under a deed of trust encumbering a
DEVELOPER'S interest in its Property shall not require City Manager approval
pursuant to the provision of paragraph 17.1. Any subsequent transfer, sale or
assignment by the Purchaser to a subsequent transferee, purchaser, or assignee shall
be subject to the provisions of paragraph 17.1.
17.5 Termination of Agreement Upon Sale of Individual Lots to
Public. Notwithstanding any provisions of this Agreement to the contrary, the
burdens of this Agreement shall terni.lnate as to any lot which has been finally
subdivided (Le. only one dwelling unit is anticipated to be constructed on such lot)
and individually leased or sold (Le. not in "bulk") to a custom homebuilder or person
intending to construct his or her own home on such lot; provided, however, that: a)
the benefits of this Agreement shall continue to run as to any such lot until
occupancy of the building to be constructed thereon; and b) MSSH's obligation to
construct those improvements to Tassajara Road and neighborhood park described in
Exhibit B shall continue until they have been completed and accepted by the CITY as
provided in Exhibit B.
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18. Agreement Runs with the Land.
.
Except as atherwise provided in accardance with Sectian 17 abave,
all af the pravisians, rights, terms, cavenants, and abligatians cantained in this
Agreement shall be binding upan the parties and their respective heirs, successars and
assignees, represe~tatives, lessees, and all ather persans acquiring the Properties, ar
any ane Property ar any partian thereaf, ar any interest therein, whether by
aperatian af law ar in any manner whatsaever. All af the provisians af this
Agreement shall be enfarceable as equitable servitude and shall canstitute cavenants
running with the land pursuant to' applicable laws, including, but nat limited to,
Sectian 1468 af the Civil CO' de af the State af Califarnia. Each cavenant to' dO', ar
refrain fram daing, same act an the Properties hereunder, ar with respect to' any
awned property, (a) is far the benefit af such properties and is a burden upan such
properties, (b) runs with such properties, and (c) is binding upan each party (with
respect to' the Property awned by such party) and each successive owner during its
avvnership af such properties ar any partian thereaf, and shall be a benefit to and a
burden upan each party and its property hereunder and each ather persan succeeding
to' an interest in such properties.
19. Bankruptcy.
The abligatians af this Agreement shall nat be dischargeable in
.
bankruptcy.
20. Indemnificatian.
Each DEVELOPER agrees to' indemnify, defend and hald harmless
CITY, and its elected and appainted cauncils, baards, cammissians, afficers, agents,
emplayees, and representatives from 'any and all claims, casts (including legal fees and
casts) and liability far any persanal injury ar property damage which may arise
directly ar indirectly as a result af any actians ar inactians by such DEVELOPER, ar
any actians ar inactians af such DEVELOPER's cantractors, subcantractars, agents,
ar emplayees in cannectian with the canstructian, improvement, aperatian, ar
maintenance af the Project, provided that such DEVELOPER shall have nO'
indemnificatian abligatian with respect to' negligence ar wrangful canduct af CITY,
its cantractars, subcantractors, agents ar employees or with respect to' the
maintenance, use ar canditian af any improvement after the time it has been
dedicated to' and accepted by the CITY or anather public entity (except as provided
in an improvement agreement or maintenance band).
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21. Insurance.
21.1 Public Liability and Property Damage Insurance. During
the term of this Agreement, each DEVELOPER shall maintain in effect a policy of
comprehensive general liability insurance with a per-occurrence combined single limit
of not less than one million dollars ($1,000,000.00) and a deductible of not more
than ten thousand dollars ($10,000.00) per claim. The policy so maintained by
DEVELOPER shall name the CITY as an additional insured and shall include either a
severability of interest claus'e or cross-liability endorsement.
21.2 Workers Compensation Insurance. During the term of this
Agreement each DEVELOPER shall maintain "Vorker's Compensation insurance for
all persons employed by such DEVELOPER for work at the Project site. Each
DEVELOPER shall require each contractor and subcontractor similarly to provide
Worker's Compensation insurance for its respective employees. Each DEVELOPER
agrees to indemnify CITY for any damage resulting from such DEVELOPER's failure
to maintain any such insurance.
21.3 Evidence of Insurance. Prior to City Council approval of
this Agreement, DEVELOPERS shall furnish CITY satisfactory evidence of the
insurance required in Sections 21.1 and 21.2 and evidence that the carrier is required
to give the CITY at least fifteen days prior written notice of the cancellation or
reduction in coverage of a policy. The insurance shall eA"tend to the CITY, its elective
and appointive boards, commissions, officers, agents, employees arid representatives
and to DEVELOPERS performing work on the Project. '
22. Sewer and Water.
DEVELOPER acknowledges that it must obtain water and sewer
permits from the Dublin San Ramon Services District ("DSRSD") which is another
public agency not within the control of CITY.
23. Notices.
All notices required or provided for under this Agreement shall be in
writing. Notices required to be given to CITY shall be addressed as follows:
DublinlMSSH Development Agreement
for Dublin Ranch. Phase I Project
Page 17 of21
March 31,1999
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City Manager
City of Dublin
P.O. Box 2340
Dublin, CA 94568
.
Notices required to be given to MSSH shall be addressed as follows:
Kevin Peters
Shea Homes
2155 Las Positas Court, Suite T
Livermore, CA 94550
With a copy to:
Clark Morrison
Morrison & Foerster, LLP
101 Ygnacio Valley Road, Suite 450
Walnut Creek, CA 94596-8130
Notices required to be given to CENTEX shall be addressed as follows:
John Ocshner
1855 Gateway Boulevard
Concord, CA 94520
.
Notices required to be given to STANDARD PACIFIC shall be addressed as follows:
Doug Krah
3825 Hopyard Road, Suite 195
Pleasanton, CA 94588
Notices required to be given to MAYFIELD shall be addressed as follows:
Kevin Peters
Shea Homes
2155 Las Positas Court, Suite T
Livermore, CA 94550
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A party may change address by giving notice in writing to the other party and
thereafter all notices shall be addressed and transmitted to the new address. Notices
shall be deemed given and received upon personal delivery, or if mailed, upon the
eA-piration of 48 hours after being deposited in the United States Mail. Notices may
also be given by overnight courier which shall be deemed given the following day or
by facsimile transmission which shall be deemed given upon verification of receipt.
24. Agreement is Entire Understanding.
This Agreement constitutes the entire understanding and agreement
of the parties.
25. Exhibits.
The following documents are referred to in this Agreement and are
attached hereto and incorporated herein as though set forth in full:
Exhibit A-I. A-2. A-3 and A-4
Legal Description of
Properties
Exhibit A-5
Map
Exhibit B
Additional Conditions
Exhibit B-I
Map of Tassajara
Road Improvements
Exhibit B-2
Estimate of Costs for
Revised TIF
26. Counterparts.
This Agreement is executed in five (5) duplicate originals, each of
,,,hich is deemed to be an original.
27. Recordation.
CITY shall record a copy of this Agreement within ten days
following execution by all parties.
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Page 19 of 21
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement .
to be executed as of the date and year first above written.
CITY OF DUBLIN:
By:
Mayor
Date:
ATTEST:
By:
City Clerk
Date:
APPROVED AS TO FORM:
City Attorney
.
MSSH DEVELOPMENT LCC,
a California limited liability Company
By:
/
Date:
Its
CENTEX HOMES,
a Nevada general partnership
By: Centex Real Estate Corporation Date:
David Barkely, Division President
Dublin/MSSH Development Agreement
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MSSH Mayfield LLC,
a Delaware limited liability company
By:
Date:
Its
STANDARD PACIFIC,
a Delaware corporation
By:
Date:
Its
APPROVED AS TO FORM:
Attorney for Surplus Property
Authority of the County of Alameda
Attorney for MSSH Dublin
Development
I'
Attorney for Centex Real Estate Corporation
Attorney for MSSH Mayfield
Attorney for Standard Pacific
J :\WPD\MNRSVV\114\080\AGREE\SHEA. DA.331
DublinlMSSH Development Agreement
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Page 21 of 21
March 3 I, 1999
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EXHIBIT II A.l"
PAGEIOF2
[MSSB-SHEA]
19100-1
3/17/99
F.e.!.
.
DESCRJPTION
BErNG ALL OF LOTS i THROUGH 91, INCLUSIVE, AND PARCEL 'A' AS SHOWN UPON
THAT CERTAIN FL"lAL MAP ENTITLED: ''TRACT 6956" AS FTLED ON THE _TH DAY OF
. L9 _ IN BOOK _ OF MAPS. AT PAGES _ TO _, . iNCLUSIVE.
ALAMEDA COUNTY RECORDS, CALIFORNIA, L YfNO ANDBEfNG TN THE CITY OF
DUBLIN, COUNTY OF ALAMEDA. STATE OF CALIFORNIA.
A POR TlOS OF: ASSESSOR'S P ^RCEJ~ l'o'UMBER 985-0003-003-08.
BEING All OF PARCELS 'A' 'THROUGH 'H', INCLUSIVE, AS SHOWN UPON THAT
CERT AIN FL~AL MAP eNTITLED: hTRAcr 6957" AS FILED ON THE -"11i DAY OF
, 19_ IN BOOK _ OF MAPS, AT PAGES _ TO _' rNCLl1SIVE,
ALAMEDA COUNTY RECORDS, CALIFORNIA. LYING AND BEiNG iN THE cITY OF
DUBLJN. COllNTY OF ALAMEDA, STATE OFCALIFORNlA,
A POR1'/ON OF: ASSESSOR'S PARCEL NUMBER 98$-0003-003-09.
BEING ALL OF LOTS 1 THROUGH 92. INCLUSIVE, AND PARCEL 'A' AS SHOWN UPON
THAT CERTAIN FINAL MAP EN'fITLED: "TRACT 6959" AS FiLED ON THE _m DAY OF
. 19_ IN BOOK _ Of MAPS, AT PAGES _ TO _, mCLUSIVE,
ALAMEDA COUNTY RECORDS. CALIFORNIA. L YTNG AND BEING TN THE cITY OF
DUBLIN, COVNTY Of I\LAlvtEDA, ST ATE OF CALIFORNIA.
.
A POR.'f10N OF: ASSESSOR.S PARCEL NUMBER 985-0003-003-08.
BEING ALL OF PARCET~S 'A' THROUGH 'Y', INCLUSIVE. AS SHOWN UPON THAT
CERT AlNflN^L MAP ENTInED: "TRACT 6960" AS F!LED ON 'r.HE _ 'l'Il DAY OF
. 19_ IN BOOK _ OF MAPS. AT PAGES _ TO _, INCLUSTVE.
A..i..AMEDA COUNTY RECORDS, CAUFORNlA, LYING AND BEING IN THE ClTY OF
DUBLlN. COUNTY OF ALA.l...1EDA, STATE OF CALIFORNIA.
A PORTION Of: ASSESSOR'S PARCEL NUMB~ 985-0003-003-08.
BEiNG ALL OF LOTS J THROUGH 117, INCLUSIVE, Al'-i'P PARCEL '1\' AS SHOWN Uf>ON
THAT CERTATN FINAL MAP EN'fITLED: '"tRACT 6961" AS.Fn..ED ON THE _ TH DAY OF
, 19_ IN BOOK _ OF MAPS. AT PAGES _ TO _, INCLUSIVE.
ALAMEDA COUNTY RECORDS, CALIFORNIA. L'tING AND BEING TN THE CITY OF
DUBLiN. COUNTY OF ALAMEDA. STATE OF CALIFORNIA.
A PORTION OF; ASSESSOR'S PARCEL NUMBER 985.0003-003-U8.
BEL"J'G ALL OF PARCELS 'A' THROUGH 'K', lNCLlJSlVE, AS SHOWN UPON THAT
CERT AIN FTNAL MAP ENTITLED: '1"RACT 6962" AS Fn..ED ON THE ~".' DAY OF
. 1.9_ TN BOOK _ OF MAPS, AT PAGES _ TO _, INCLUSIVE.
ALAMEDA COUNTY RECORDS, CALIFORNIA, tYCNG AND BEING iN THE f:1TY OF
DUBLL"J'. COLmy OF ALAMEDA. STATE OF CALifORNiA.
MACKAY & SOMPS
.
A. PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
5142 FRANKLIN D'ilVE, SU/r! s PL~ASANTON, CA 04588-3355
/1I;:S) 225...061111
1:-'; \l':b~ \ lHl~ \O'.rzS \.\1(.'", I.Ut'C
.
.
.
"
). f) PzJ 55
. .,
'EXHIBIT I' A-I"
PAGE 2. OF 2
[MS5H-SHEA]
19100-1
3/17/99
F .c.r.
BEING AlL OF PARCELS 'A' THROUGH 'G', INCLUSIVE, AS SHOWN UPON THAT
CERTAIN FINAL MAP ENTITLED: "TRACT 6963" AS Fn..ED ON THE _ 1lI DAY OF
~ , 19_ IN BOOK _ OF MAPS. AT PAGES _ TO _, INCLUSIVE.
ALAMEDA COUNTY RECORDS. CALIFORNlA, L YrNG AND BElNG IN THE CITY OF
DUBLIN. COUNTI' OF ALAMEDA, STATE OF CALIFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-oo03-0Q3-09.
BEING ALL OF PARCELS 'A' THROUGH'S', INCLUSIVE. AS SHOWN UPON THAT
CERTAIN FINAL MAP EN"fITLED; ''TRACT 6964" AS FILED ON THE _'nl DAY OF
, 19_ [N BOOK _ OF MAPS, AT PAGES _ TO _' INCLUSTVE.
ALAMEDA COUNTY RECORDS, CALIfORNIA. L YINO AND BEING IN THe CITY OF
DUBLIN, COUNTY OF ALAMEDA, 5T A TB OF CA!.lFORNIA.
A PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-08.
END OF DESCRIPTlON
?- / '7-91
DATE
MACKAY & SOMPS
514Z FRANKLIN DR/VE, SUITE a PLEASANTON. CA 94tiB8-33S5
(r.SJ :z:z.t.1I690
V. \it.:pl~\' *"")~\~/J5\"',,,""l.o~
~p ~ 55
EXHIBIT I' A..2/~
PAGE 1 OF 1
[CENTEX]
19100-1
3/17/99
F.CI.
.
DESCRIPTION
BEING ALL OF LOTS 1 THROUGH 113. INCLUSIVE, AS SHO\\'N UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6960" AS Fll.ED ON THE _ TH DAY OF .
19_ 1N BOOK _ OF MAPS. AT PAGES _ TO _' INCLUSIVE. ALAMEDA
COUNTY RECORDS. CALIFORNIA. L YlNG AND BEING IN THE CITY OF DT)BLIN, COUNTY
OF ALAMEDA., S1 A TE Of CALIFORNiA.
^ PORTION Or: ASSESSOR'S P ARea .NUMBER 985.0003-003-08.
END OF DESCRIPTION
.
, -/'1-c}tj
DA'rE
MACKAY & SOMPS
.
51.42 FRANKLIN ORIViE. SUITE S PLEA-SANTON. CA 945SS0335~
(9~S) nS-fI690
'" "'e.I.\ 1""" \09::S\,,~"2.d...
-......,
- -----\
J,'1 ~ 55
.
EXHIBIT" A.3"
PAGEIOFl
(MA YFlELD)
19100-1
3/17/99
F.CI.
DESCRIPTION
BEING ALL OF LOTS 1 THROUGH 69, INCLUSTVE, AS SHOWN UPON TBAT CERTAIN
FINAL MAP ENTITLED: 'TRACT 6957" AS FILED ON THE _'m DAY OF .
19_ IN BOOK _ OF MAPS, AT PAGES _ TO _, INCLUSIVE. ALAMEDA
COUNTY RECORDS. CALIFORNIA, L '{lNG AND BEING IN THE CITY OF DUBLIN. COUNTY
OF ALAMEDA: STATE Of CALfflORNIA.
.-\ PORTION OF: ASSESSOR'S PARCEL NUMBER 98S-0003-003-09.
BEL~G ALL OF LOTS J THROUCH 86, INCLUSIvE, AS SHOWN UPON THAT CERTAIN
FINAL MAP ENTITLED: "TRACT 6958" AS Fn..ED ON THE _1M DAY Of
19_ IN BOOK _ OF MAPS. AT PAGES _ TO _, INCLUSIVE, ALAMEDA
COUNTY RECORDS. CALIFORNIA. L YTNO AND BEING IN THE. CITY 01= DUDLIN. COUNTY
OF ALAMED.<\, STATE OFCALIFORNlA.
A. PORTION OF: ASSESSOR'S PARC.EL NVMJ3ER 985-0003-00J-D9.
END OF DESCRIPTION
.
'$-/7-91
DATE
.
MACKAY & SOMPS
5142 FRANKLIN DRIVE, SUITE B PLEA-SANTON, CA ll4588-3:35S
(9m 215.1J1190
,.... \li"'".~r,l:l\ ll.,u:~\/<I)25\d.c.....3.Jc.a:
,"
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EXHIBIT" A-4':
PACE 1 OF 1
[STANDARDPAClFfCj
19100-1
3/17/99
F.CI.
.
DESCRIPTION
BEING ALL OF LOTS 1 THROUGH UI, INCLUSIVE. AS SHOWN UPON'THAT CERTAIN
FIN.'-\L MAP ENTITLED: '"TRACT 6~62"' AS PILED ON THE _rH DAY OF '.
19_ eN BOOK _ Of MAPS. AT PAGES _ TO _, INCLUSIVE, .o\LAMEDA
COUSTY RECORDS, CALIFORNIA, L )"ING AND 'BEING TN THE CITY OF DUBLIN. COUNTY
OF ALAMEDA.. ST ATE OF CALJFORNI A.
1\ PORTION OF: ASSESSOR'S PARCEL NUMBER 9gS-0003-003.08,
BEING ALL OI" LOTS I THROUGH 45. INCLUSIVE. AS SHOWN UPON THAT CERTAIN
FIN A.L MAP ENTITLED: "'fRAc...i 6963" AS FILED ON THE _'rH DAY OF ,
19_ IN BOOK ~ OF MAPS. AT PAGES _ TO _' INCLUSIVE. ALAMEDA
COUNTY RECORDS. CALIFORNIA. L YlNG AND BEING rN THE CITY OF DUBLIN. COUNTY
OF ALAMEDA. S1 ATE Of CALIFORNIA.
,r.. PORTION OF: ASSESSOR'S PARCEL NUMBER 985-0003-003-09.
BEING ALL OF LOTS l THROUGH 123, INCLUSIVE. AS SHOWN UPON THAT CERTAIN
FlNAl MAP ENTITLED: "TRACT 6964" AS Fll.ED ON THE _1'H DAY OF
19_ rN BOOK _ OF MAPS. AT PAGES _ TO _' INCLUSIVE. ALAMEDA
COUN'fY RECORDS. CALIFORNIA. LYING AND BEING IN THE CITY OF DUBUN. COUNTY
of ALAMEDA. STATE OF CAUFOR.l.JTA.
.
^ PORTfON OF: ASSESSOR'S PARCEL NtlM1SER 985-0003-003-08.
END OF DESCRIPTION
"? - 11-9~
DATE
FRED C. IN . LICENSED
PROFESSIONAl. LAND sURVEYOR NO. 5859
(EXP. 12/3112000)
ST ATE OF CALIFORNIA
.
MACKAY & SOMPS
5142 FF/ANI<I,IN DRIVE, SUITE 9 PLEASANTON. CA ~B8.3355
/1125) 22j.IM~O
l' \l~~~I>\j").11 '6~::>\4~v4,d",:
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DUBLIN RANCa - PIlASE 1
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31- ~ 55
EXHIBIT B
Additional Conditions
.
The following Additional Conditions are hereby imposed pursuant to
Paragraph 5.4 above.
Subparagraph 5.4.1 ~~ Subsequent Discretionary Approvals
None.
Subparagraph 5.4.2 ~~ Mitigation Conditions
Subsection a.
Infrastructure Sequencing Program
The Infrastructure Sequencing Program for the Project is set forth below.
(i) Roads:
The project-specific roadway improvements (and offers of dedication)
described below and those identified in Planning Commission Resolution Nos. 98.52
[approving Vesting Tentative Map for the L-l neighborhood]; 98-53 [approving .
Vesting Tentative Map and Site Development Review for the L-2 neighborhood]; 98-
54 [approving Vesting Tentative Map and Site Development Review for L~3
neighborhood]; 98-55 [approving Vesting Tentative Map for L-4 neighborhood]; 98-
56 [approving Vesting Tentative Map and Site Development Review for L-5
neighborhood]; 98-57 [approving vesting tentative map and Site Development
Review for M.l neighborhood]; 98-58 [approving Vesting Tentative Map and Site
Development Review for M-2 neighborhood]; and 98-59 [approving Vesting
Tentative Map and Site Development Review for M-3 neighborhood] of the Planning
Commission (collectively, these resolutions are referred to as the "Conditions of
Approval") shall be compi~ted to the satisfaction of the Public Works Director at the
times and in the manner specified in the Conditions of Approval unless otherwise
provided below.
Although CENTEX, MAYFIELD and STANDARD PACIFIC are obligated
by the Conditions of Approval for their respective properties [the M-l to M-3,
neighborhoods (STANDARD PACIFIC), L-2 and L~3 neighborhoods (MAYFIELD)
and L-5 neighborhood(CENTEX)], MSSH, as the master developer, shall be solely
responsible for completing those conditions relating to the Tassajara Road and the
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page I of 18
March 31,1999
.
.
.
.
:7:; ~ 55
neighborhood park improvements.
All such roadway improvements shall be constructed to the satisfaction and
requirements of CITY's Public Works Director.
A. T.I.F. Improvement of Tassajara Road
The first p'aragraph of the following Conditions (No. 32 of
Resolution 98-57 (M-I), No. 30 of Resolution 98-58 (M-2), No. 30 of Resolution 98-
59 (M-3), No. 31 of Resolution 98-52 (L-1), No. 27 of Resolution 98-53 (L-2), No.
29 of Resolution 98-54 (L-3), and No. 14 of Resolution 98-55 (L-4), and No. 29 of
Resolution 98-56 (L-5)) shall be revised to read as follows (the second paragraph of
these conditions remains unchanged except that the last sentence of the second
paragraph is deleted and the third paragraph is deleted in its entirety):
"[Offsite] T.LF. Improvement of Tassajara Road.
Applicant/Developer shall improve Tassajara Road and construct
four travel lanes (2 northbound and 2 southbound) along the
project frontage from North Dublin Ranch Drive to Gleason
Drive. Applicant/Developer shall improve Tassajara Road and
construct four travel lanes (2 northbound and 2 southbound)
from Gleason Drive to Dublin Boulevard. The improvements
shall be constructed per the Tassajara Road Alignment plans
prepared by MacKay & Somps dated October 29, 1998; and to
the satisfaction of the Director of Public Works. Improvements
shall include frontage improvements (curb, gutter and pavement)
along the City park site on the west side of Tassajara Road from
Gleason Drive to Central P~rkway. Applicant/Developer will
construct the ultimate median landscaping improvements from
North Dublin Ranch Drive to Dublin Boulevard and will install
turf and irrigation in the interim median area (consisting of the
area reserved for the interior northbound and southbound lanes)."
B. Construction of Tassajara Road
Although CENTEX, MAYFIELD and STANDARD PACIFIC are
required to make improvements to Tassajara Road by Conditions No. 32 of
Resolution 98-57 (M-I), No. 30 of Resolution 98-58 (M-2), No. 30 of Resolution 98-
59 (M-3) and No. 29 of Resolution 98-56 (L-5) and MSSH is required to make such
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 2 of I 8
March 31.1999
t'-_
"71 4 "5 '5
improvements by Conditions No. 31 of Resolution 98-52 (L-l), No. 27 of Resolution .
98-53 (L-2), No. 29 of Resolution 98-54 (L-3), No. 14 of Resolution 98-55 (L-4), the
parties agree that MSSH will construct the improvements to Tassajara Road from
North Dublin Ranch Drive to Dublin Boulevard described in Subsection (a)(i)(A)
above. A map showing the improvements is attached as Exhibit B-1.
MSSH will submit improvement plans to CITY for such
improvements no later than issuance of the first building pennit for any of the"
neighborhoods.
MSSH will complete construction of such improvements and offer
them to CITY for dedication not later than December 1, 1999. If CITY has not
acquired all of the land necessary for construction of such improvements by October
1, 1999, in fee or by an order of possession, MSSH may defer completion until CITY
notifies MSSH that CITY has obtained possession of all necessary land. In such case,
MSSH may defer completion beyond December 1, 1999 for a period of time equal to
the time period from October 1, 1999 until CITY has obtained possession of all
necessary land. MSSH agrees it will work with CITY to develop a plan to phase
construction of the improvements to allow maximum construction pending CITY's
acquisition of required land. Notwithstanding the provisions of this paragraph, .
MSSH shall comply with the Conditions of Approval which require two access points
by the 76th unit.
C. Deferred Conditions
Certain conditions of the tentative maps are to be completed
"when determined necessary by the Development Agreement", "as specified in the
Development Agreement or "when d~emed necessary by the Director of Public
Works" ("The Deferred Conditions")'. This section specifies the timing for such
conditions and whether any security is required.
. ':'[Offsite] Improvement of Tassajara Road" [1-580 to
Dublin Boulevard] [Conditions No. 30 of Resolution 98-
57 (M-l). No. 28 of Resolution 98-58 (M-2), No. 28 of
Resolution 98-59 (M-3), No. 29 of Resolution 98-52 (L-
1), No. 25 of Resolution 98-53 (L-2), No. 27 of
Resolution 98-54 (L-3), No. 12 of Resolution 98-55 (L-4),
and No. 27 of Resolution 98-56 (L-5)]
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 3 of 18
March 31.1999
.
L.
.
.
.
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
15 ~ '55
This improvement not required by DEVELOPERS;
security provided by another developer;
.
IOffsite] Improvement of Dougherty RoadJDublin
Boulevard Intersection [Conditions No. 27 of Resolution
98-57 (M-l), No. 25 of Resolution 98-58 (M-2), No. 25
of Resolution 98-59 (M-3), No. 26 of Resolution 98-52
(L-l), No. 22 of Resolution 98-53 (L-2), No. 24 of
Resolution 98-54 (L-3), No.9 of Resolution 98-55 (L-4),
and No. 24 of Resolution 98-56 (L-5)]
Payment of Eastern Dublin Traffic Impact Fees at the
time of each building permit will satisfy these conditions.
. [Offsite] Improvement of Santa Rita/I-580 Eastbound
Ramps/Pimlico Drive Intersection [Conditions No. 28 of
Resolution 98-57 (M-l), No. 26 of Resolution 98-58 (1\1-
2), No. 26 of Resolution 98-59 (M-3), No. 27 of
Resolution 98-52 (L-I), No. 23 of Resolution 98-53 (L-2),
No. 25 of Resolution 98-54 (L-3), No. 10 of Resolution
98-55 (L-4), and No. 25 of Resolution 98-56 (L-5)]
Payment of Eastern Dublin Traffic Impact Fees at the
time of each building permit will satisfy these conditions.
. IOffsite] Improvement of Dublin Boulevard between
Hacienda Drive and Tassajara Road [Conditions No. 29
of Resolut~on 98-57 (M-l), No. 27 of Resolution 98-58
(M-2), No. 27 of Resolution 98-59 (M-3), No. 28 of
Resolution 98-52 (L-I), No. 24 of Resolution 98-53 (L-2),
No. 26 of Resolution 98-54 (L-3), No. II of Resolution
98-55 (L-4), and No. 26 of Resolution 98-56 (L-5)]
This improvement not required by DEVELOPERS;
security provided by another developer.
Page 4 of 18
March 31, 1999
Jt ~:15
. Elementary School Site [Condition No. 37 of Resolution .
98-56 (L-5)]
Grading shall be completed no later than December 31,
1999.
. IOffsite) Traffic Signals (Tassajara Road/South Dublin
Ranch Drive: Tassajara RoadINorth Dublin Ranch Drive:
and Tassajara Road/Gleason Drive) [Conditions No. 68
of Resolution 98-57 (M-I), No. 68 of Resolution 98-58
(M-2), No. 66 of Resolution 98-59 (M-3), No. 70 of
Resolution 98-52 (L-l), No. 67 of Resolution 98-53. (L-2),
No. 66 of Resolution 98-54 (L-3), No. 54 of Resolution
98-55 (L-4), and No. 72 of Resolution 98-56 (L-5)J
. Signal at Tassajara Road/South Dublin Ranch Drive:
To be constructed with Tassajara Road improvements (see
5.4.2(a)(i)(A).
. Signal at Tassajara Road/Gleason Drive:
.
To be constructed when deemed necessary by the Director
of Public Works pursuant to traffic signal warrants.
. Signal at Tassajara RoadINorth Dublin Ranch Drive:
MSSH wip pay CITY $90,000 (which is estimated to be
50% of the total cost including design) at the time of
issuance of the first building permit in the L-6
neighborhood (or such earlier date deemed necessary by
CITY's Public Works Director) to fund the cost of a
traffic signal at Tassajara Road and North Dublin Ranch
Drive. If the total cost of the signal is less than $180,000,
CITY shall refund 50% of the difference to MSSH within
30 days of acceptance of the signal by the City. MSSH'S
obligation under this paragraph shall terminate if and
when the full cost of the traffic signal is provided for and
guaranteed by another developer.
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 5 of 18
March 31,1999
.
)1'155
.
(ii) Sewer
All sanitary sewer improvements to serve the project site (or any
recorded phase of the Project) shall be completed in accordance with the tentative
subdivision map and DSRSD requirements.
(iii) Water
An'all weather roadway and an approved hydrant and water s'upply
system shall be available and in service at the site in accordance with the tentative
subdivision map to the satisfaction and requirements of the CITY's fire department.
All potable water system components to serve the project site (or any
recorded phase of the Project) shall be completed in accordance with the tentative
subdivision map and DSRSD requirements.
Recycled water lines shall be installed in accordance with the tentative
subdivision map.
(iv) Storm Drainage
. Prior to issuance of the first Certificate of Occupancy for any building
which is part of the Project, the storm drainage systems off site, as well as on site
drainage systems to the areas to be occupied, shall be improved to the satisfaction
and requirements of the Dublin Public Works Department applying CIITs and Zone
7 (Alameda County Flood Control and Water Conservation District, Zone 7)
standards and policies which are in force and effect at the time of issuance of the
permit for the proposed improvements and shall be consistent with the Drainage
Plan. The site shall also be protected from storm flow from off site and shall have in
place erosion control measures consistent with the Drainage Plan. As used herein,
"Drainage Plan" shall refer to CITY's master drainage plan.
(v) Other Utilities (e.g. gas. electricity. cable televisions. telephone)
Construction of other utilities shall be complete by phase prior to
issuance of the first Certificate of Occupancy for any building within that specific
phase of occupancy.
.
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 6 of 18
March 31,1999
J( % 55'
Subsection b.
Miscellaneous
(i) Completion May be Deferred.
.
Notwithstanding the foregoing, CITY's Public Works Director may, in
his or her sole discretion and upon receipt of documentation in a foml satisfactory to
the Public Works Director that assures completion, allow MSSH to defer completion
. of discrete portions of any of the public improvements required for the Project until
after the time specified in this agreement for completion of such public improvements
or portions thereof if the Public Works Director determines that to do so would not
jeopardize the public health, safety or welfare.
(ii) Improvement Agreement
Prior to constructing the improvements described in Subparagraph
5.4.2(a) above (including The Deferred Conditions) each DEVELOPER, for the
improvements it is required to construct, shall submit plans and specifications to
CITY's Public Works Director for review and approval and shall enter into an
improvement agreement ("Improvement Agreement") with CITY for constluction and
dedication of the public facilities. All such improvements shall be constructed in
accordance with City's standards and policies which are in force and effect at the time .
of issuance of the permit for the proposed improvements including, but not limited
to, the MacKay & Somps Precise Plan of Tassajara Road ("estimate 19100-1y")
dated October 29, 1998 including any revisions approved by the Public Works,
Director ("Precise Plan").
(iii) Bonds
Prior to execution of the Improvement Agreement, each DEVELOPER
(for the improvements it is required to construct) shall provide a cash monument
bond, a performance bond and labor and materials bond or other adequate security to
insure that the Improvements described in Subparagraph 5.4.2(a) above (including
The Deferred Conditions) will be constructed prior to the times specified above. The
performance bond or other security shall be in an amount equal to 100% of the
engineer's estimate of the cost to construct the improvements (including design,
engineering, administration, and inspection) and the labor and materials bond shall
be in an amount equal to 50% of the engineer's estimate. The bonds shall be written
by a surety licensed to conduct business in the State of California and approved by
CITY's City Manager.
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 7 of 18
March 31, 1 999
.
.
.
.
77 ~ 5>
In the event CENTEX, MAYFIELD or STANDARD PACIFIC records
a final map prior to MSSH, MSSH as the Master Developer, shall enter into an
Improvement Agreement and shall provide CITY with bonds for the Tassajara Road
improvements described in 5.4.2(a)(i)(A) and the park improvements described in
5.4.7(a).
(iv) Right to Construct Additional Road Improvements
With the prior Written consent of CITY's Public Works Director,
MSSH may, at its option, construct roadway improvements which are not described
in this Exhibit B if such improvements are described in the resolution establishing the
Eastern Dublin Traffic Impact Fee and if such improvements are constructed in their
ultimate location.
MSSH shall be required to enter into an Improvement Agreement and
provide bonds for such improvements, as provided in Subsection (b )(ii) and (iii)
above, prior to construction. CITY shall provide a credit to MSSH for the cost of
such improvements in the manner and subject to the conditions provided in
Subparagraph 5.4.6, Subsections (a), (b) and (c).
Subparagraph 5.4.3 -- Phasing. Timing
With the exception of the road improvements described in Subparagraph
5.4.2(a)(i), this Agreement contains no requirements that MSSH fuust initiate or
complete development of the Project within any period of time set by CITY. It is the
intention of this provision that DEVELOPERS be able to develop the Property in
accordance with their own time schedules and the Project Approvals.
Subparagraph 5.4.4 -- Financing Plan
DEVELOPERS will install all street improvements necessary for the Project
at their own cost (subject to credits for certain improvements as provided in
Subparagraph 5.4.6 below).
Other infrastructure necessary to provide sewer, potable water, and recycled
water services to the Project will be made available by the Dublin San Ramon
Services District. MSSH has entered into an "Area Wide Facilities Agreement" with
the Dublin San Ramon Services District to pay for the cost of extending such services
to the Project. Such services shall be provided as set forth in Subparagraph
DublinIMSSH Dublin Ranch
Phase I Project - Exhibit B
Page 8 of 18
March 31, 1999
yo ~ 55
5.4.2(a)(ii) and (Hi) above.
.
Subparagraph 5.4.5 -- Fees. Dedications
Subsection a.
Traffic Impact Fees.
DEVELOPERS shall pay the Eastern Dublin Traffic Impact Fee ("TIF")
established by Resolution No. 41-96, including any future amendments to such fee.
DEVELOPERS will pay such fees no later than the time of issuance of building
permits and in the then-current amount of the impact fee.
Subsection b.
Traffic Impact Fee to Reimburse Pleasanton for Freewav
Interchanges.
DEVELOPERS shall pay the Eastern Dublin 1-580 Interchange Fee
established by City of Dublin Resolution No. 11-96 as amended by Resolution No.
155-98 and by any subsequent resolution which revises such Fee. DEVELOPERS
will pay such fees no later than the time of issuance of building permits and in the
then-current amount of the impact fee.
Subsection c.
Public Facilities Fees.
.
DEVELOPERS shall pay a Public Facilities Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 32-96, adopted by the City Council
on March 26, 1996, or in the amounts and at the times set forth in any resolution
revising the amount of the Public Facilities Fee. DEVELOPERS will pay such fees no
later than the time of issuance of building permits and in the then-current amount of
the impact fee.
Subsection d. Noise Mitigation Fee.
DEVELOPERS shall pay a Noise Mitigation Fee in the amounts and at the
times set forth in City of Dublin Resolution No. 33-96, adopted by the City Council
on March 26, 1996, and any amendments thereto. DEVELOPERS will pay such fees
no later than the time of issuance of building permits and in the then-current amount
of the impact fee.
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 9 of 18
March 31. 1999
.
11 '1) 5s
.
Subsection e.
School Impact Fees.
School impact fees shall be paid by DEVELOPERS in accordance with
Government Code section 53080 and the existing agreement between
DEVELOPERS' predecessor in interest and the Dublin Unified School District.
Subsection f.
Fire Impact Fees.
DEVELOPERS shall pay a fire facilities fee in the amounts and at the times
set forth in City of Dublin Resolution No. 37-97 or any subsequent resolution which
revises such fee. DEVELOPERS will pay such fees no later than the time of issuance
of building permits and in the then-current amount of the impact fee.
Subsection g.
Tri- Valley Transportation Development Fee.
DEVELOPERS shall pay the Tri-Valley Transportation Development Fee in
the amount and at the times set forth in City of Dublin Resolution No. 89-98 or any
subsequent resolution which revises such fee. DEVELOPERS will pay such fees no
later than the time of issuance of building permits and in the then-current amount of
the impact fee.
. Subparagraph 5.4.6 -- Credit
Subsection a.
Traffic Impact Fee Improvements Credit
CITY shall provide a credit to MSSH for the improvements described in the
resolution establishing the TIF if such improvements are constructed by the MSSH in
their ultimate location pursuant this Agreement. All aspects of the credit shall be
governed by CITY's Administrative Guidelines for Eastern Dublin Traffic Impact Fees
(Resolution No. 23.99) ("TIF Guidelines").
It is contemplated that CITY will amend the TIF to increase the amount of
the TIF fee due to increases in construction costs and land values and due to the
inclusion of portions of Tassajara Road as a project to be funded with fees. In the
event that CITY so amends the TIF, notwithstanding the TIF Guidelines, the CITY
will make a one-time adjustment to the amount of any credit which MSSH has
previously been given for improvements constructed pursuant to this agreement so
that the amount of the credit shall be based on the costs of construction used by
CITY in its updated TIF. The revised credit shall not be increased for inflation nor
.
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 10 of 18
March 31, 1999
yJ- tJi' 55'
shall interest accrue on it. If any DEVELOPER has paid any TIF fees prior to the
date the credit is increased, such DEVELOPER will pay to CITY the difference
between the TIF fees previously paid and the amount that such DEVELOPER would
have paid if the revised TIF fees (the first revision after Resolution No. 41-96) had
been in effect at the time of paYment. Notwithstanding the foregoing, the provisions
of this paragraph shall be of no force or effect if the TIF, as set forth in Resolution
No.41-96, has been revised (and the revised fee is effective) on or prior to the date
MSSH enters into an Improvement Agreement with CITY to construct the Tassajara
Road improvements, except that, in such event, DEVELOPERS shall pay all TIF fees
for the Project based on the revised fee, even if the TIF fee was paid prior to the date
of the Improvement Agreement.
The following example illustrates the provisions of the preceding paragraph.
Assume that MSSH entered into an Improvement Agreement for widening Tassajara
Road (a Section 1 improvement) on May 1, 1999 and that the amount of credit
MSSH received was $2,000,000, which amount was based on the costs included in
the TIF as of May 1, 1999. Assume further than on May IS, 1999, the City Council
amends the TIF, to be effective on July 15, 1999, to increase costs of construction,
increase land values and add two lanes on Tassajara Road. Assume further that the
cost assumptions for the revised TIF show that the improvements which MSSH has
agreed to construct would cost $3,000,000. On July 15, 1999, CITY will increase the
amount of credits for MSSH from $2,000,000 to $3,000,000. In this example, a
DEVELOPER (e.g. CENTEX) pulled 100 building permits on May 5, 1999 and had
paid Section 1 TIF fees in the total amount of $300,000 ($3000 per unit). If the
Section I TIF fee is increased to $4000 per unit effective July 15, 1999, such
DEVELOPER (CENTEX) will owe CITY an additional $100,000 on July IS.
Alternatively, if MSSH requests, CITY will deduct $100,000 from MSSH's
additional $1,000,000 credit for a net additional credit of $900,000 as follows:
Credit Granted on 5/1:
$2,000,000
5/5 Permits Obtained 100
Homes Less: Credits Based
On Section 1 Fees @ $3,000 ea.
<300,000>
Net Credit Available 6/30
$1,700,000
7/15 Increased Credit Authorized
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 11 of 18
March 31,1999
.
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{'J 4 55
.
Based on Revised TIF
$1,000,000
Less: Increased Section I Fee Due
Permits Obtained Under Old Fee
($1,000 times 100 Permits)
<100,000>
Net Credit Available 7/15
$2,600,000
As an inducement to MSSH to construct Tassajara Road: as provided in
Subparagraph 5.4.2(a), CIlY commits, when it amends the TIF (as adopted by
Resolution No. 41-96), to include in the list of TIF "Improvements" the TIF portions
of Tassajara Road which MSSH has committed to construct. In determining the
construction costs to use for such Improvements in the amended TIF, CIlY agrees
that it will assign a value for construction costs for such Improvements and that it will
use the construction costs estimated by MSSH, as shown on Exhibit B-2, attached
hereto unless the City Council finds there is substantial evidence before it at the
public hearing at which it considers amending the TIF to use different values whicll
more accurately reflect the construction costs.
Subsection b. Traffic Impact Fee Right~of- W ay Dedications Credit
. CIlY shall provide a credit to DEVELOPER for any TIF area right-of-way
to be dedicated by DEVELOPER to CIlY which is required for roadway
improvements which are described in the resolution establishing the Eastern Dublin
Traffic Impact Fee. All aspects of the credit shall be governed by the TIF Guidelines.
It is contemplated that CIlY will amend the TIF to increase the amount of
the TIF fee due to increases in land values and due to the inclusion of portions of
Tassajara Road as a project to be funded with fees. In the event that CIlY so amends
the TIF, notwithstanding the TIF Guidelines, the CIlY will make a one-time
adjustment to the amount of any credit which MSSH has previously been given for
land dedicated pursuant to this agreement so that the amount of the credit shall be
based on the land values used by CIlY in its updated TIF. The revised credit shall
not be increased for inflation nor shall interest accrue on it. If any DEVELOPER has
paid any TIF fees prior to the date the credit is increased, such DEVELOPER will pay
to CITY the difference between the TIF fees previously paid and the amount that
MSSH would have paid if the revised TIF fees (the first revision after Resolution No.
41-96) had been in effect at the time of payment. Notwithstanding the foregoing,
the provisions of this paragraph shall be of no force or effect if the TIF, as set forth in
.
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 12 of 18
March 31. 1999
1ft( ~':55'
Resolution No.41-96, has been revised (and the revised fee is effective) on or prior to .
the date MSSH enters into an Improvement Agreement with CITY to construct the
Tassajara Road improvements, except that, in such event, DEVELOPERS shall pay all
TIF fees for the Project based on the revised fee, even if the TIF fee was paid prior to
the date of the Improvement Agreement.
Subparagraph 5.4.7 ww Miscellaneous
Subsection a.
Construction of Neighborhood Park
MSSH shall dedicate to CITY 5.000 acres of land for the Neighborhood
Park shown as Parcel "J" on the Master Vesting Tentative Map for Tract No. 6925.
The land to be dedicated and underlying groundwater shall be free of hazardous
substances and MSSH shall present evidence satisfactory to CITY of such condition
prior to acceptance.
The dedication of 3.56 acres of the 5.000 acres shall satisfy MSSH's
obligation under Dublin Municipal Code Chapter 9.28 (CITY's Quimby Act
ordinance) for neighborhood park land for the Project and shall be a credit against
the portion of the Public Facilities Fee for the Project for "Neighborhood Parks,
Land. "
.
The dedication of 1.44 acres of the total 5.000 acres may be used by
MSSH as a credit against payment of the portion of the Public Facilities Fees for
"Neighborhood Parks, Land"as provided in administrative guidelines governing' usage
of credits for Facilities Fees to be adopted by CITY. MSSH may transfer such credits
to any person owning an interest in land in Eastern Dublin, including specifically
CENTEX, MAYFIELD, STANDARD PACIFIC, Jennifer Lin, Frederic Lin and/or
Kevin Lin. "
MSSH shall design and construct the Neighborhood Park (including a
restroom) in accordance with the neighborhood park standards in CITY's Parks and
Recreation Master Plan and CITY's Park Development Standards. The final design
of the park shall be approved by CITY which may require peer review of the design at
MSSH's cost. If CITY reaches an agreement with the Dublin San Ramon Services
District ("DSRSD") to include a pump station/restroom in the park, DEVELOPER
shall revise its plans to accommodate construction of such building by DSRSD.
Construction documents and specifications and a construction timeline shall be
approved by CITY's Public Works Director. MSSH will obtain all required permits
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 13 of 18
March 31.1999
.
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(t( ~ :JS
Resolution NoAI-96, has been revised (and the revised fee is effective) on or prior to
the date MSSH enters into an Improvement Agreement with CITY to construct the
Tassajara Road improvements, except that, in such event, DEVELOPERS shall pay all
TIF fees for the Project based on the revised fee, even if the TIF fee was paid prior to
the date of the Improvement Agreement.
Subparagraph 5.4.7 -- Miscellaneous
Subsection a.
Construction of Neighborhood Park
MSSH shall dedicate to CITY 5.000 acres of land for the Neighborhood
Park shown as Parcel "J" on the Master Vesting Tentative Map for Tract No. 6925.
The land to be dedicated and underlying groundwater shall be free of hazardous
substances and MSSH shall present evidence satisfactory to CITY of such condition
prior to acceptance.
The dedication of 3.56 acres of the 5.000 acres shall satisfy MSSH's
obligation under Dublin Municipal Code Chapter 9.28 (CITY's Quimby Act
ordinance) for neighborhood park land for the Project and shall be a credit against
the portion of the Public Facilities Fee for the Project for "Neighborhood Parks,
Land. "
The dedication of 1.44 acres of the total 5.000 acres may be used by
MSSH as a credit against paYment of the portion of the Public Facilities Fees for
"Neighborhood Parks, Land"as provided in administrative guidelines governing usage
of credits for Facilities Fees to be adopted by CITY. MSSH may transfer such credits
to any person owning an interest in land in Eastern Dublin, including specifically
CENTEX, MAYFIELD, STANDARD PACIFIC, Jennifer Un, Frederic Un and/or
Kevin Lin. "
MSSH shall design and construct the Neighborhood Park (including a
restroom) in accordance with the neighborhood park standards in CITY's Parks and
Recreation Master Plan and CITY's Park Development Standards. The final design
of the park shall be approved by CITY which may require peer review of the design at
MSSH's cost. If CITY reaches an agreement with the Dublin San Ramon Services
District ("DSRSD") to include a pump station/restroom in the park, DEVELOPER
shall revise its plans to accommodate construction of such building by DSRSD.
Construction documents and specifications and a construction timeline shall be
approved by CITY's Public Works Director. MSSH will obtain all required permits
Dublin/MSSH Dublin Ranch
Phase I Project. Exhibit B
Page 13 of 18
March 31,1999
'15 &ff 55.
and pay all required fees including connection fees. Construction inspection will be
carried out by CITY pursuant to its standard practices and all such costs will be paid .
by MSSH.
During construction of the park, MSSH will work with CITY's Public
Works Director to stage installation of the improven:ents to minimize possible public
nuisances in the park area during construction.
MSSH shall receive a credit for design and construction of the park to be
used against the portion of the Public Facilities Fee for "Neighborhood Parks,
Improvements." The amount of the credit shall be determined by CITY based on the
standard unit costs in CITY's Public Facilities Fee (including the Public Facilities Fee
Study) provided that if a restroom is constructed in the park by others, no credit shall
be provided to MSSH for the design and construction of such restroom.
The credit shall be granted at the time MSSH enters into an Improvement
Agreement and provides bonds to CITY to secure the construction of the park. In the
event that the amount of the credit exceeds the "Neighborhood Parks,
Improvements" portion of the Public Facilities Fee for the L-I, L-4 and L-6
neighborhoods, such excess credits may be used by MSSH as a credit against its
obligation on other projects (if any) for payment of the portion of the Public
Facilities Fees for "Neighborhood Parks, Improvements" or may be sold or transferred .
to CENTEX, MAYFIELD or STANDARD PACIFIC, Jennifer Lin, Frederic Lin, Kevin
Lin or any other developer, all as provided in CITY's administrative guidelines.
governing usage of credits against payment of Public Facilities Fees.
Following construction of the park to CITY's standards and to CITY's
satisfaction, CITY will accept the park provided that (a) the park is physically
completed and the maintenance period has elapsed and (b) a minimum of 75 homes
cumulatively have received Certificate of Occupancy in the L-2, L-3 and L-5
neighborhoods. CITY will maintain the park following acceptance.
MSSH agrees to complete construction of the park no later than Certificate
of Occupancy for a cumulative total of 250 homes in the L-2, L-3, and L-5
neighborhoods.
Subsection b.
Private Recreation Facility in L-3 Neighborhood
MSSH will begin construction of the private recreation facility required by
Dublin/MSSH Dublin Ranch
Phase I Project. Exhibit B
Page 14 of 18
March 31, 1999
.
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.
.
1& 06 '55
Condition No. 38 of Resolution No. 98-54 (L-3, Tract 6958) upon issuance of the
first building permit in the L-I, L-4 or L-6 neighborhoods. MSSH will complete the
private recreation facility within 12 months of the start of construction of the private
recreation facility.
Subsection c.
Payment of Costs for Tassajara Interchange and Credit
No later than the Effective Date, MSSH ,~ll pay CITY the amount of
$40,321 to be used by CITY for preparation of the Project Study Report ("PSR") for
the Tassajara Interchange. MSSH shall receive a credit in the amount of $40,321
which MSSH may use against the Section 1 portion of the TIF for the Project or as
provided in CITY's TIF Guidelines. The provisions of this paragraph shall be of no
force or effect if MSSH has previously paid the sum of $40,321 to CITY for the PSR
for the Tassajara Interchange.
Upon 20 days' written notice from CITY, MSSH will pay CITY the amount
of-$3 7,400 to be used by CITY for preparation of the Project Report ("PR") for the
Tassajara Interchange. MSSH shall receive a credit in the amount of $37,400 which
MSSH may use against the Section 1 portion of the TIF for the Project or as
provided in CITY's administrative guidelines for usage of TIF Guidelines.
Subsection d. Tassajara Road Construction Coordination
In order to minimize construction disruption for the public, MSSH will
contract with the developers of the Tassajara Meadows I and II projects (and any
other developers with projects fronting on Tassajara Road who are obligated to make
frontage (non-TIF) improvements to Tassajara Road) to construct such improvements
on behalf of such developers, provided that such developers agree to pay MSSH an
amount which MSSH considers fair-for the performance of such work.
Subsection e.
Payment of Funds for Acquisition of Right of Way for
Construction of Tassajara Road
Upon 20 days' written notice from CITY, MSSH will pay to CITY the
amount of $74,000 to be used by CITY to acquire any right-of-way (including
easements) needed for construction by MSSH of Tassajara Road from Dublin
Boulevard to North Dublin Ranch Drive, as provided in Section 5.4.2(a)(i)(B). CITY
agrees that it will use such monies (and all additional monies paid pursuant to this
subsection) to acquire such right-of-way as expeditiously as possible. The monies will
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 15 of 18
March 31, 1999
1tJ ~ 55
be used by CITY for all expenses associated with the acquisition of such right-of-way, .
induding but not limited to legal descriptions, appraisal fees, title reports,
environmental review and documentation, preparation of all documents for adoption
of a resolution of necessity and convenience, court costs (induding, but not limited
to, fees for preparation of transcripts), costs of litigation, trial and appeal, induding
document preparation, e:>""pert witness fees and attorney's fees and costs, the fair
market value of the land (as mutually agreed upon or as determined by the court),
and any award made by the court to the defendants (induding but not limited to
market value, severance damages, attorneys' fees, appraisers' fees, eA'Pert witness fees,
and all other costs) (collectively, "Acquisition Costs"), whether or not the eminent
domain action results in the acquisition of the real property sought to be condemned.
It is anticipated that the Acquisition Costs will be approximately $857,
000. Accordingly, upon written request from CITY and 20 days' notice stating the
reason additional monies are needed, MSSH will pay to CITY any amounts in
addition to the initial payment of $74,000 which CITY determines are necessary to
acquire such right-of-way.
CITY shall provide MSSH with an accounting of the Acquisition Costs and
e:A'Penses incurred by CITY on a quarterly basis.
CITY will keep MSSH apprised of any negotiations for acquisition of the
right-of-way. Prior to entering into any agreement with the owner(s) of the land to
be acquired, CITY will consult with MSSH regarding the amount of any proposed
payment. However, CITY retains the right to determine the amount of any suCh
payment in its sole discretion.
.
MSSH will receive credit against the TIF for monies paid to CITY pursuant
to this subsection used for acquisition of any right-of-way which is within the TIF
area needed for the Tassajara Road improvements. The credit shall be in the amount
of City's final "Acquisition Costs" needed to acquire such right-of-way. MSSH shall
not be entitled to a credit for any monies used to acquire right-of-way which is not in
the TIF areas. It is presently estimated that the Acquisition Costs for the right-of-
way within the TIF area will be approximately $624,000 and the Acquisition Costs
for the right-of-way which is not in the TIF area will be approximately $233,000.
This estimate is solely for purposes of establishing an "order of magnitude" as between
such two areas and shall not be binding on CITY or MSSH.
The credit shall be granted at the time CITY obtains possession of the
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 16 of 18
March 31, 1999
.
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.
Lj'l" ~ 5 S
right-of-way in the amount of Acquisition Costs (if possession is acquired by
agreement) or in the amount of CITY's "deposit of probable compensation" (if
possession is acquired by an "order of immediate possession". Additional credits, if
any, will be granted annually based on actual expenditures by CITY.
Any monies paid by MSSH pursuant to this subsection which are not
needed by CITY to acquire the right-of-way shall be refunded to MSSH within 90
days' following final judgment of condemnation.
Subsection f.
Maintenance of Turf in Tassajara Road Oversized
Median
As part of the construction of Tassajara Road from Dublin Boulevard to
North Dublin Ranch Drive, MSSH, at its own cost and without any right to credit,
will install turf in the area adjacent to the median reserved for an additional
northbound lane and an additional southbound lane. MSSH will pay CITY the sum
of Forty Thousand Dollars ($40,000) within 30 days of the Effective Date. The
$40,000, plus any interest accruing on it, will be maintained by CITY in a separate
account to be used by CITY for maintenance of the turf. If the turf is removed by
CITY during the term of this agreement, CITY will refund to MSSH all monies
remaining in such account.
Subsection g.
Indemnification
MSSH agrees to defend CITY against any claims or actions concerning
MSSH's construction of the neighborhood park and/or Tassajara Road improvements
and shall indemnify and hold CITY harmless from any damages that may be awarded
against CITY in connection with MSSH's construction of the neighborhood park
and/or Tassajara Road improvements I
Subsection h. Street Lighting Costs
DEVELOPERS have asked. CITY to form an assessment district pursuant to
the Lighting and. Landscaping Act of 1972 to pay for street lighting in order to satisfy
Condition No. 65 of Resolutions 98-57 (M-l) and 98-58 (M-2), No. 63 of
Resolution 98-59 (M-3), No. 66 of Resolution 98-52 (L-l), No. 62 of Resolution 98-
53 (L-2), No. 61 of Resolution 98-54 (L-3), No. 48 of Resolution 98-55 (L-4), and
No. 65 of Resolution 98-56 (L-5). DEVELOPERS will not protest the formation of
such an assessment district or the levy of an assessment. DEVELOPERS agree to
Dublin/MSSH Dublin Ranch
Phase I Project - Exhibit B
Page 1 7 of 18
March 31,1999
'I? '!5 5.$
record a declaration of covenants, conditions and restrictions or a similar document
against the Properties before issuance of a Certificate of Occupancy for any of the
Properties which declaration will covenant DEVELOPERS, on behalf of themselves
and their successors, to pay a "deed assessment" to CITY for street light maintenance
in the event that the assessment for street light maintenance is not levied against the
Properties, or any portion of them, in any year.
J:\WPD\MNRSW\1l4\II8\AGREE\EX B.33I
EHS:rja
Dublin/MSSH Dublin Ranch
Phase I Project" Exhibit B
Page 18 of 18
March 31,1999
.
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5006
55
YARRA-YARRA
-:-~==-~=~. ~~~~f~~=:::;~~~~;~~~~~~:~;~~~~~~~~~~~ ;-=-~~
-~------ --------- i
I
nUDUM RANcn ;t
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-=:-:-c::-:=====-==:==::-::
-- -:::=:=-------------
-------..;,.
-----........ =- --- ---
4
I
-..t"1l4
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e
. . . .
~---------~---~------
'TASS,o,JARA uunows
UNIT 2
'TASS,o,JARA )lunows
UlU'T 1
cm PARK
\
i\
1 \
j
YARRA-YARRA
ADDlTIOw.L. ARrA . 4,056 sr
raR SHOULDERS (l'j;)
..... ,.
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DUBUN RANCH
el
--
...... ....." ''''..I''
;' ,.. ....... ,., ....,. IJ'"
/ A 1
ii' - -rBP- ....TIf..-;<#f ~$
f( ~.....I1\.F" ~!tI
j.""p or - -:W - -~"
ir A.1'.... '
r 10HUG E III PROVE"-EN'TS
i,y ALAUEDA coUNTY
IWPROVEUEN'TS---.....
BY OTIIERS
I
s
--
cITY PARK
l-
i
----------
:~--_:::: :::::::::::::~ - -:.-
IJ WIT Of'
IUPIlOVEUEIl'TS
D1UANTO
)
ADDITIONAl ARrA . .,8:)8 sr
FOR T RAVEL tAN! (I'j;)
AND SHOULDERS ~ 4':1: )
I
I
~j
TASSAJARA
ROAD
)
(ESTIUATE 'Ol00-lYj')
mlCKAY Ik SOR!!
tMl [11G1H(lRlIfG.lNID PlN.II~;~ J -lIito
PIotiiAl'ECA: UARCH 8, 1 gO
E)u.nai"T B-1
-.--- -- ...
~.
.
5 / ~ 55.
Job No, 1910o.1y
, 0/26/96
Rev. 1/111g9
JFT
PRELIMINARY COST ESTlMA re:
T ASSAJARA ROAD 8 sr A rlON 76+40 to 131 +00
PORTION COVERED BY TIF .
TO BE BUILT BY SHEA
DUBLIN, CAUFORNJA
3ased on preliminary concept plans prepared by MacKay & Samps
for Tassaiara Road
ITEM QUANTITY UNfT DESCRrFnON UNIT PRICE AMOUNT
Au GRADING ANO STREETWDRK
L LUMP SUM Demolition 515,000 -
., 27,500 Cy Rougn Grade 4.00 , 10,000
......
... 456,452 SF Rnlsh Grade streeVpavemen1 0.25 114,1'0_
..,.
- removaJ
.. 305,273 'SF Pavement sectIon 4.10 1,255,720
(4IJAC/15"AB/10"ASS) .
5. 1 ,956 Sf 4- AS under curb and gutter 0.40 780
A 125.470 SF Pavement remoyaJ 0.20 25,090
o.
7. 6,905 LF 2" x 6- R~dwood head~r 3.50 31 ,170
8.. 8,905 LF Oil A. C. berm 6.00 53,430
9. LUMP SUM Striping 25,000
11. LUMP SUM Traffic control!si~ning 75,000
/,
E$TIMA. TED TOTAL. GRADING AND SiREETWORK: $1,705,300
B. CQl';CREI= WPRJ(
,. .
2,
973 u= 6- Standard curb and gutter
10.037 LF Median vertical curb
8.00
12.00
7.820
.120,440
ESTIMA Teo TOTAL. CONCReTe WORK:
S128,25O
.
~'\.r: rt -;;:~ "., ?
~- 'Jo~:.~...:..~...,! ~ ~ D-
~.- ""'" t;:;....... _ l: ---.
''''~'~~TI!'__
EX,H\Srr 6~2.
o~~"'" 1 o~2
~
ITEM QUANTITY UNIT
~. ~L~CTRICAUJOrN:r TRENCH
'DESCRIPTION
,.
LUMP SUM Relocate eXisting overhead power
lioe5 .
24 EA Double arm electrollars w/service
trench
2.
ESTIMATeO TOTAL ELECTRICAL WORK.:
Q,. MISCEUu-ANEQUS CONST~UCTfON
, .
.15,385 SF
Landscaping & irrigation (median)
ESTIMATeD TOTAL.. MiSe. CONSTRUCTION:
E6ilMA iEO iOT AL. CONSTRUCTJON COSi:
:. -CQtiT~NC;ENC'=S
Contingencies: 10 % of construction
cost
eSTIMATED TOTAL CONnNQ!NCIES:
5J t7{) ?>
JOO No. 19100.'ly
101251;8
Rev. 1/111S9
UNrr PRICE AMOUNlFT .
200,000 .
4,500.00
108,000
S30S,OOO
0.50
301,500
S301,500
S2,~705D
$2441310 ;.
.
$244,31 0
F'. crTY AC?~(N(STRATION. OSSJGN AND CONSTRUCT MANAG!:MENT=
20% of Constructjon Cost
ESTIMATEOTOTAL CONSULTANT BUDGET:
a..Li M ~ A FI Y
A
3
C
o
GRADING AND STREETW'ORK
CONCRETE WORK
ELSCTFUCAUJOJNT TRENCH
MISCEU,ANEOUS CONST~UCTION
CONTINGENCIES
CONSULTANT BUDGETS
ESTIMATeD TOTAL IMPROVEMENT COST
WITH OUT FU13HT OFWA'(: '
EXHIBIT B-2
Page 2 of 2
-
-
F
Ill1llO-ll'!ODUu-c. ~""'"
483,610
$481,&10
$1.705,300
, 28,25Q
308,000
301,500
244,310
488,610
.
$3,175,980 ./
5 ?; 15 55
ORDINANCE NO.
.
AN ORDINANCE OF THE CITY OF DUBLIN
APPROVING THE DEVELOPMENT AGREEMENT
FOR P A 98-045, DUBLIN RANCH PHASE I
THE CITY COUNCIL OF THE CITY OF DUBLIN DOES HEREBY ORDAIN AS FOLLO\VS:
Section I . RECITALS
Specific Plan ("Specific Plan") in -an area which is designated on the General Plan Land Use Element Map
and Eastern Dublin Specific Plan Land Use Map as Single Family and Medium Density Residential uses
and open space uses.
A. The proposed Dublin Ranch Phase I Project (P A 98-045) is located within the boundaries
of the Eastern Dublin.
B. This project is \vithin the scope of the Eastern Dublin Specific Plan and General Plan
i<\.rnen~ent, for which a Program EIR was certified (SCH 91103064). A Mitigated Negative Declaration
(SCH 86082092) has been approved for the Santa Rita Specific Plan Amendment of which this project is
a part. That Mitigated Negative Declaration together with the Program EIR adequately describes the total
project for the purposes of CEQA. The analysis indicated that no new effects could occur and no new
mitigation measures would be required for the Dublin Ranch Phase I Project that were not addressed in
. the FEIR or Mitigated Negative Declaration. Further, that analysis found that the project is in conformity
with the Eastern Dublin Specific Plan.
C. Implementing actions of the Specific Plan, including Chapter 11 thereof, require that all
projects within the Specific Plan area enter into development agreements with the City.
D. MSSH Dublin Development, LLC, Standard Pacific Corporation and Centex Homes have
filed an application requesting approval of a development agreement for the Dublin Ranch Phase I
Project. ' ,
E. A Development Agreement between the City of Dublin, MSSH Dublin Development,
LLC, Standard Pacific Corporation and Centex Homes has been presented to the City Council, a copy of
which is attached to the Staff Report as Attachment 1.
F. A public hearing on the proposed Development Agreement was held before the Planning
Commission on March 23, 1999, for which public notice was given as provided by law.
G. The Planning Commission has made its recommendation to the City Council for approval
of the Development Agreement.
H. A public hearing on the proposed Development Agreement was held before the City
. Council on April 6, 1999, for which public notice was given as provided by law.
ATTACHMENT 2
51 ~ '55
J. The City Council has considered the recommendation of the Planning Commission at the
March 23, 1999 meeting, including the Planning Commission's reasons for its recommendation, the
Agenda Statement, all comments received in writing and all testimony received at the public hearing. .
Section 2.
FINDINGS AND DETERMINATIONS
Therefore, on the basis of (a) the foregoing Recitals which are incorporated herein, (b) the City of
Dublin's General Plan, (c) the Eastern Dublin General Plan Amendment, (d) the Specific Plan, (e) the
EIR, (f) the Agenda Statement, and on the basis of the specific conclusions set forth below, the City
Council finds and determines that:
1. The Development Agreement is consistent with the objectives, policies, general land uses
and programs specified and contained in the City's General Plan, as amended by the Eastern Dublin
General Plan Amendment, and in the Specific Plan in that (a) the General Plan and Specific Plan land use
designation for the site is Single Family and Medium Density Residential and open space uses and the
proposed project is a residential project consistent with that land use, (b) the project is consistent with the
fiscal policies of the General Plan and Specific Plan with respect to provision of infrastructure and public
services, and (c) the Development Agreement includes provisions relating to financing, construction and
maintenance of public facilities, and similar provisions set forth in the Specific Plan.
2. The Development Agreement is compatible with the uses authorized in, and the regulations
prescribed for, the land use district in which the real property is located in that the project approvals
include a Planned Development Rezoning adopted specifically for the Dublin Ranch Phase I Project.
.
3. The Development Agreement is in conformity with public convenience, general welfare
and good land use policies in that the Dublin Ranch Phase I Project will implement land use guidelines set
forth in the Specific Plan and the General Plan which have planned for office uses at this location.
4. The Development Agreement will not be detrimental to the health, safety and general
welfare in that the project will proceed in accordance with all the programs and policies of the Eastern
Dublin Specific Plan.
5. The Development Agreement will not adversely affect the orderly development of property
or the preservation of property values in that the project will be consistent with the General Plan and with
the Specific Plan.
Section 3. APPROVAL
The City Council hereby approves the Development Agreement (Attachment 1 to the Staff Report)
and authorizes the Mayor to sign it.
Section 4. RECORDATION
Within ten (10) days after the Development Agreement is executed by the Mayor, the City Clerk
shall submit the Agreement to the County Recorder for recordation. .
~
:;'5 '6 55
Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE
. This Ordinance shall take effect and be in force thirty (30) days from and after the date of its
passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at least three (3)
public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State
of California.
PASSED AND ADOPTED BY the City Council of the City of Dublin, on this' day of April,
1999, by the following votes:
A YES:
NOES:
ABSENT:
ABSTAIN:
MAYOR
ATTEST:
.
CITY CLERK
"
.